{"id":"C2009A00130","name":"Personal Property Securities Act 2009","slug":"personal-property-securities-act-2009","collection":"act","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":"130 of 2009","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":40420,"registerId":"commonwealth-C2009A00130-current","compilationNumber":null,"startDate":"2026-04-01","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"Part 1","sectionType":"part","heading":"deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).","content":"Chapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\n","sortOrder":0},{"sectionNumber":"Part 4","sectionType":"part","heading":"deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.","content":"Chapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\n","sortOrder":1},{"sectionNumber":"Part 5","sectionType":"part","heading":"provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).","content":"Chapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\n","sortOrder":2},{"sectionNumber":"Part 6","sectionType":"part","heading":"deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.","content":"Chapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\n","sortOrder":3},{"sectionNumber":"Part 7","sectionType":"part","heading":"deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.","content":"Chapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\n","sortOrder":4},{"sectionNumber":"Part 9","sectionType":"part","heading":"also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.","content":"Chapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n## Part 1.2 —General application of this Act\n\n## 4 Guide to this Part\n\n## 5 Crown to be bound\n\n## 6 Connection with Australia\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n## 7 Application in the external Territories\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n## 8 Interests to which this Act does not apply\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\n## Part 1.3 —Definitions\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\n","sortOrder":5},{"sectionNumber":"Div 2","sectionType":"division","heading":"contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.","content":"Division 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\n","sortOrder":6},{"sectionNumber":"Div 3","sectionType":"division","heading":"deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.","content":"Division 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\n","sortOrder":7},{"sectionNumber":"Div 4","sectionType":"division","heading":"deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.","content":"Division 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\n","sortOrder":8},{"sectionNumber":"Part 3","sectionType":"part","heading":"2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).","content":"Part 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\n","sortOrder":9},{"sectionNumber":"Div 8","sectionType":"division","heading":"provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.","content":"Division 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 9 Guide to this Part\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n## Division 2 The Dictionary\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 10 The Dictionary\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n## 11 Application of the Acts Interpretation Act 1901\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n## Division 3 Concepts relating to security interests and personal property\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 12 Meaning of security interest\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n## 13 Meaning of PPS lease\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n## 14 Meaning of purchase money security interest\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n## 15 Meaning of intermediated security and related terms\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\n## Part 2.1 —Guide to this Chapter\n\n## 16 Guide to this Chapter\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\n## Part 2.2 —Security interests: general principles\n\n## 17 Guide to this Part\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n## 18 General rules about security agreements and security interests\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n## 19 Enforceability of security interests against grantors—attachment\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n## 20 Enforceability of security interests against third parties\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n## 21 Perfection—main rule\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n## 22 Perfection—goods possessed by a bailee\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\n## Part 2.3 —Possession and control of personal property\n\n## 23 Guide to this Part\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n## 24 Possession\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n## 25 Control of an ADI account\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n## 26 Control of intermediated securities\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n## 27 Control of investment instruments\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n## 28 Control of a letter of credit\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n## 29 Control of negotiable instruments that are not evidenced by a certificate\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\n## Part 2.4 —Attachment and perfection: specific rules\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 30 Guide to this Part\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n## Division 2 Proceeds and transfer\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 31 Meaning of proceeds\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n## 32 Proceeds—attachment\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n## 33 Proceeds—perfection and temporary perfection\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n## 34 Transferred collateral—temporary perfection after transfer\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n## Division 3 Collateral returned to grantor or debtor\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 35 Returned collateral—from bailee\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n## 36 Returned collateral—negotiable instruments and investment instruments\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n## 37 Returned collateral—following sale or lease\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n## 38 Returned collateral—accounts and chattel paper\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n## Division 4 Relocation of collateral or grantor to Australia etc.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 39 Relocation—main rule\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n## 40 Relocation—intangible property and financial property\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\n## Part 2.5 —Taking personal property free of security interests\n\n## 41 Guide to this Part\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n## 42 Application of this Part\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n## 43 Taking personal property free of unperfected security interest\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n## 44 Taking personal property free of security interest if serial number incorrect or missing\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n## 45 Taking motor vehicles free of security interest\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n## 46 Taking personal property free of security interest in ordinary course of business\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n## 47 Taking personal, domestic or household property free of security interest\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n## 48 Taking currency free of security interest\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n## 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n## 50 Taking investment instrument free of security interest\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n## 51 Taking intermediated security free of security interest\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n## 52 Taking personal property free of temporarily perfected security interest\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n## 53 Rights of secured party and transferee on taking personal property free of security interest\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\n## Part 2.6 —Priority between security interests\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 54 Guide to this Part\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n## Division 2 Priority of security interests generally\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 55 Default priority rules\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n## 56 How a security interest is continuously perfected\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n## 57 Priority of security interests perfected by control\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n## 58 Priority of advances\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n## 59 Priority rules and intervening security interests\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n## 60 Transfer of security interests does not affect priority\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n## 61 Voluntary subordination of security interests\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n## Division 3 Priority of purchase money security interests\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 62 When purchase money security interests take priority over other security interests\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n## 63 Priority between competing purchase money security interests in collateral\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n## 64 Non‑purchase money security interests in accounts\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n## 65 Possession of goods shipped by a common carrier\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n## Division 4 Priority of security interests in transferred collateral\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 66 Application of this Division\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n## 67 Priority when transferor‑granted interest has been continuously perfected\n\n## 68 Priority when there is a break in the perfection of the transferor‑granted interest\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n## Division 5 Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 69 Priority of creditor who receives payment of debt\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n## 70 Priority of person who acquires a negotiable instrument or an interest in a negotiable instrument\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n## 71 Priority of person who acquires chattel paper or an interest in chattel paper\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n## 72 Priority of holder of negotiable document of title\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n## Division 6 Priority of other interests\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 73 Priority between security interests and declared statutory interests\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n## 74 Execution creditor has priority over unperfected security interest\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n## 75 Priority of security interests held by ADIs\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n## 76 Priority of security interests in returned goods\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n## 77 Priority of certain security interests if there is no foreign register\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\n## Part 2.7 —Transfer of interests in collateral\n\n## 78 Guide to this Part\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n## 79 Transfer of collateral despite prohibition in security agreement\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n## 80 Rights on transfer of account or chattel paper—rights of transferee and account debtor\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n## 81 Rights on transfer of account or chattel paper—contractual restrictions and prohibitions on transfer\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\n## Part 3.1 —Guide to this Chapter\n\n## 82 Guide to this Chapter\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n## Part 3.2 —Agricultural interests\n\n## 83 Guide to this Part\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n## 84 Relationship between security interest in crops and interest in land\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n## 84A Attachment of security interests to crops while they are growing and to the products of livestock\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n## 85 Priority of crops\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n## 86 Priority of livestock\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n## Part 3.3 —Accessions\n\n## 87 Guide to this Part\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n## 88 Continuation of security interests in accessions\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n## 89 Default rule—interest in accession has priority\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n## 90 Priority interest in whole—before security interest in accession is perfected\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n## 91 Priority interest in whole—security interest in accession attaches after goods become accession\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n## 92 Secured party must not damage goods when removing accession\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n## 93 Reimbursement for damage caused in removing accessions\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n## 94 Refusal of permission to remove accession\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n## 95 Secured party must give notice of removal of accession\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n## 96 When person with an interest in the whole may retain accession\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n## 97 Court order about removal of accession\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\n## Part 3.4 —Processed or commingled goods\n\n## 98 Guide to this Part\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n## 99 Continuation of security interests in goods that become processed or commingled\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n## 100 Perfection of security interest in goods that become processed or commingled applies to product or mass\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n## 101 Limit on value of priority of goods that become part of processed or commingled goods\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n## 102 Priority where more than one security interest continues in processed or commingled goods\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n## 103 Priority of purchase money security interest in processed or commingled goods\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\n## Part 3.5 —Intellectual property\n\n## 104 Guide to this Part\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n## 105 Implied references to intellectual property rights\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n## 106 Intellectual property licences and transfers of intellectual property\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\n## Part 4.1 —Guide to this Chapter\n\n## 107 Guide to this Chapter\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\n## Part 4.2 —General rules\n\n## 108 Guide to this Part\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n## 109 Application of this Chapter\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n## 110 Rights and remedies\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n## 111 Rights and duties to be exercised honestly and in a commercially reasonable manner\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n## 112 Rights and remedies under this Chapter\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n## 113 Recovering judgment or issuing execution does not extinguish a security interest in collateral\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n## 114 Rights and remedies under this Chapter are cumulative\n\n## 115 Contracting out of enforcement provisions\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n## 116 Application while there is a receiver or another controller of property\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n## 117 Obligations secured by interests in personal property and land\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n## 118 Enforcing security interests in accordance with land law decisions\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n## 119 Relationship with consumer credit legislation\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n## 120 Enforcement of security interests in liquid assets—general\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n## 121 Enforcement of security interests in liquid assets—notice to higher priority parties and grantor\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n## Part 4.3 —Seizure and disposal or retention of collateral\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 122 Guide to this Part\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n## Division 2 Seizing collateral\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 123 Secured party may seize collateral\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n## 124 Secured party who has perfected a security interest in collateral by possession or control\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n## 125 Obligation to dispose of or retain collateral\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n## 126 Apparent possession of collateral\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n## 127 Seizure by higher priority parties—notice\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n## Division 3 Disposing of collateral (including by purchasing collateral)\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 128 Secured party may dispose of collateral\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n## 129 Disposal by purchase\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n## 130 Notice of disposal of collateral\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n## 131 Duty of secured party disposing of collateral to obtain market value\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n## 132 Secured party to give statement of account\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n## 133 Disposing of collateral free of interests\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n## Division 4 Retaining collateral\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 134 Proposal of secured party to retain collateral\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n## 135 Notice of retention of collateral\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n## 136 Retaining collateral free of interests\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n## Division 5 Objection to purchase or retention\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 137 Persons entitled to notice may object to proposal\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n## 138 Person making objection may be requested by secured party to prove interest\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n## Division 6 Seizure and disposal or retention of crops and livestock\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 138A Meaning of take and water source\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n## 138B Seizure and disposal or retention of crops\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n## 138C Seizure and disposal or retention of livestock\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\n## Part 4.4 —Rules applying after enforcement\n\n## 139 Guide to this Part\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n## 140 Distribution of proceeds received by secured party\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n## 141 Secured party may take steps to reflect transfer of title\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n## 142 Entitled persons may redeem collateral\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n## 143 Entitled persons may reinstate security agreement\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n## 144 When certain enforcement notices are not required\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\n## Part 5.1 —Guide to this Chapter\n\n## 145 Guide to this Chapter\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\n## Part 5.2 —Establishment of the register\n\n## 146 Guide to this Part\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n## 147 Personal Property Securities Register\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n## 148 What the register contains\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\n## Part 5.3 —Registration\n\n## 149 Guide to this Part\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n## 150 Registration—on application\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n## 151 Registration—belief about security interest\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n## 152 Registration—location of personal property and interested persons outside Australia\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n## 153 Financing statements with respect to security interests\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n## 154 Financing statements with respect to prescribed property\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n## 155 Meanings of verification statement and registration event\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n## 156 Verification statements—Registrar to give to secured parties\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n## 157 Verification statements—secured parties to give notice to grantors\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n## 158 Verification statements—publication as alternative\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\n## Part 5.4 —When a registration is effective\n\n## 159 Guide to this Part\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n## 160 Registration time—general\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n## 161 Registration time—security agreements and interests\n\n## 162 Registration time—transfers\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n## 163 Effective registration\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n## 164 Defects in registration—general rule\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n## 165 Defects in registration—particular defects\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n## 166 Defects in registration—temporary effectiveness\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n## 167 Security interest in certain property becomes unperfected\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n## 168 Maintenance fees\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n## Part 5.5 —Accessing the register to search for data\n\n## 169 Guide to this Part\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n## 170 Search—general\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n## 171 Search—criteria\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n## 172 Search—by reference to details of grantor who is an individual\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n## 173 Search—interference with privacy\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n## 174 Search—written search results and evidence etc.\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n## 175 Copies of financing statements and verification statements\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n## 176 Reports by Registrar\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\n## Part 5.5A —Conditions on data access\n\n## 176A Guide to this Part\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n## 176B Access to registered data—conditions\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n## 176C Access to third party data\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\n## Part 5.6 —Amendment demands\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 177 Guide to this Part\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n## 178 How amendment demands are given\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n## Division 2 Amendment demands: administrative and judicial process\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## Subdivision A Administrative process\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 179 Scope of Subdivision\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n## 180 Administrative process—amendment notices\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n## 181 Administrative process—registration amendments\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n## Subdivision B Judicial process\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 182 Judicial process for considering amendment demand\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n## Part 5.7 —Removal of data and correction of registration errors\n\n## 183 Guide to this Part\n\n## 184 Removal of data—general grounds\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n## 185 Removal of data—registration ineffective for 7 years or more\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n## 186 Incorrectly removed data—restoration\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n## 187 Records of removed data\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n## 188 Correction of registration errors\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\n## Part 5.8 —Fees, administrative review and annual reports\n\n## 189 Guide to this Part\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n## 190 Registration and search fees\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n## 191 Review of decisions\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n## 192 Annual reports\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n## Part 5.9 —Registrar of Personal Property Securities\n\n## 193 Guide to this Part\n\n## 194 Registrar—establishment of office\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n## 195 Registrar—functions and powers\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n## 195A Registrar—investigations\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n## 196 Registrar—acting appointments\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n## 197 Registrar—delegation\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n## 198 Registrar—resignation\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n## 199 Registrar—termination\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n## 200 Deputy Registrar—establishment of office\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n## 201 Deputy Registrar—functions and powers\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n## 202 Deputy Registrar—resignation\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n## 203 Deputy Registrar—termination\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n## Part 6.1 —Guide to this Chapter\n\n## 204 Guide to this Chapter\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\n## Part 6.2 —Judicial proceedings generally\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 205 Guide to this Part\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n## 206 Scope of this Part\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n## Division 2 Conferral of jurisdiction\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 207 Jurisdiction of courts\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n## 208 Cross‑jurisdictional appeals\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n## 209 Courts to act in aid of each other\n\n## Division 3 Transfers between courts\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 210 Application of this Division\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n## 211 Exercise of transfer power\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n## 212 Criteria for transfers between courts\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n## 213 Initiating transfers between courts\n\n## 214 Documents and procedure\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n## 215 Conduct of transferred proceedings\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n## 216 Entitlement to practise as barrister or solicitor\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n## 217 Limitation on appeals\n\n## Division 4 Registrar’s role in judicial proceedings\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 218 Intervention in judicial proceedings\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n## 219 Initiation of judicial proceedings\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\n## Part 6.3 —Civil penalties and enforceable undertakings\n\n## 220 Guide to this Part\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n## 221 Civil penalty provisions\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n## 222 Enforceable undertakings\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n## Part 7.1 —Guide to this Chapter\n\n## 232 Guide to this Chapter\n\n## Part 7.2 —Australian laws and those of other jurisdictions\n\n## 233 Guide to this Part\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n## 234 Scope of this Part\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n## 235 Meaning of located\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n## 236 Commonwealth laws may provide for governing law\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n## 237 Express agreement\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n## 238 Governing laws—goods\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n## 239 Governing laws—intangible property\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n## 240 Governing laws—financial property and rights evidenced by letters of credit\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n## 241 Governing laws—proceeds\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\n## Part 7.3 —Constitutional operation\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 242 Guide to this Part\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n## Division 2 Constitutional basis\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 243 Constitutional basis for this Act\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n## 244 Meaning of referring State\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n## 245 Meaning of referred PPS matters\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n## 246 Non‑referring State operation—overview\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n## 247 Non‑referring State operation—persons\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n## 248 Non‑referring State operation—activities\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n## 249 Non‑referring State operation—interests\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n## 250 Non‑referring State operation—inclusion of data in register\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n## 251 Personal property taken free of security interest when Act begins to operate\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n## 252 Priority between constitutional and non‑constitutional security interests\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n## Division 3 Constitutional guarantees\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 252A No constitutional preference to one State over another\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n## 252B No unjust acquisition of property\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\n## Part 7.4 —Relationship between Australian laws\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 253 Guide to this Part\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n## Division 2 Concurrent operation\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 254 Concurrent operation—general rule\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n## 255 Concurrent operation—regulations may resolve inconsistency\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n## Division 3 When other laws prevail\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 256 When other laws prevail—certain other Commonwealth Acts\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n## 257 When other laws prevail—security agreements\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n## 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n## 259 When other laws prevail—exclusion by referring State law or Territory law\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n## Division 4 When this Act prevails\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 261 When this Act prevails—registration requirements\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n## 262 When this Act prevails—assignment requirements\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n## 263 When this Act prevails—formal requirements relating to agreements\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n## 264 When this Act prevails—attachment and perfection of security interests\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\n## Part 8.1 —Guide to this Chapter\n\n## 265 Guide to this Chapter\n\n## Part 8.2 —Vesting of certain unperfected security interests\n\n## 266 Guide to this Part\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n## 267 Vesting of unperfected security interests in the grantor upon the grantor’s winding up or bankruptcy etc.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n## 267A Vesting in grantor of security interest that attaches after winding up etc.\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n## 268 Security interests unaffected by section 267\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n## 269 Certain lessors, bailors and consignors entitled to damages\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n## Part 8.3 —Exercise and discharge of rights, duties and obligations\n\n## 270 Guide to this Part\n\n## 271 Entitlement to damages for breach of duties or obligations\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n## 272 Liability for damages\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n## 273 Application of Act not affected by secured party having title to collateral\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\n## Part 8.4 —Provision of information by secured parties\n\n## 274 Guide to this Part\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n## 275 Secured party to provide certain information relating to security interest\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n## 276 Obligation to disclose successor in security interest when request made\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n## 277 Time for responding to a request\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n## 278 Application to court for exemption or extension of time to respond to requests\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n## 279 Persons may recover costs arising from request\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n## 280 Application to court for response to request etc.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n## 281 Application to court in relation to costs charged\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n## 282 Consequences of not complying with court order\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n## 283 Estoppels against persons who respond to a request\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n## Part 8.5 —Notices and timing\n\n## 284 Guide to this Part\n\n## 285 Application of this Part—notices etc.\n\n## 286 Notices—writing\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n## 287 Notices—registered secured parties\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n## 288 Notices—more than one registered secured party\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n## 289 Notices etc. must be given to persons registered as secured parties using identifier\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n## 290 Notices—deceased persons\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n## 291 Notices—Court orders\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n## 292 Notices—formal defects\n\n## 293 Timing—applications for extension of time\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n## 294 Timing—references to time in this Act\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\n## Part 8.6 —Onus of proof and knowledge\n\n## 295 Guide to this Part\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n## 296 Onus of proof\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n## 297 Meaning of constructive knowledge\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n## 298 Actual or constructive knowledge by bodies corporate and other entities\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n## 299 Actual or constructive knowledge in relation to certain property transfers\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n## 300 Registration of data does not constitute constructive notice\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\n## Part 8.7 —Forms and regulations\n\n## 301 Guide to this Part\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n## 302 Approved forms\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\n## 303 Regulations\n\n## Part 9.1 —Guide to this Chapter\n\n## 304 Guide to this Chapter\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n## Part 9.2 —Key concepts\n\n## 305 Guide to this Part\n\n## 306 Meaning of migration time and registration commencement time\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n## 307 Meaning of transitional security agreement\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n## 308 Meaning of transitional security interest\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\n## Part 9.3 —Initial application of this Act\n\n## 309 Guide to this Part\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n## 310 When this Act starts to apply, and in relation to which matters\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n## 311 Enforceability of transitional security interests against third parties\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n## 312 Declared statutory security interests\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n## 313 Enforcement of security interests in intellectual property licences\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n## 314 Enforcement of security interests provided for by security agreements\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n## 315 Starting time for registrations\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n## 316 Governing laws\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n## 317 Constitutional and non‑constitutional interests\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n## 318 References to charges and fixed and floating charges\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\n## Part 9.4 —Transitional application of this Act\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 319 Guide to this Part\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n## Division 2 Attachment, perfection and priority of transitional security interests\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 320 Guide to priority rules for transitional security interests\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n## 321 Attachment rule\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n## 322 Perfection rule\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n## 322A Priority rule—priority between transitional security interest and security interest perfected by control\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n## 323 Priority rule—priority otherwise undetermined\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n## 324 Priority rule—certain security interests upon insolvency or bankruptcy\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n## Division 6 Migration of personal property interests\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 330 Scope of Division\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n## 331 Requirement for Commonwealth officers etc. to provide data\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n## 332 Meaning of migrated security interest\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n## 333 Registration with respect to migrated data\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n## 334 Incorrectly registered migrated data\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n## 335 No requirement for notice of verification statement\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n## Division 7 Preparatory registration relating to transitional security interests\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 336 Preparatory registration—transitional security interests\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n## Division 8 Transitional security interests: registration defects\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest.\n\nPersonal property includes many different kinds of tangible and intangible property, other than real property. Examples include motor vehicles, household goods, business inventory, intellectual property and company shares. Personal property is known as collateral if it is (or is anticipated to be) the subject of a security interest.\n\nA security interest is enforceable against a grantor when it attaches to collateral. A security interest attaches to collateral when a person gives value for acquiring the security interest (or does something else to acquire it), and in return, the person gains rights in the collateral.\n\nA security interest is enforceable against third parties when it has attached to the collateral and either the secured party has possession or control of the collateral, or a security agreement covers the collateral.\n\nIf a security interest in collateral is perfected, it takes priority over another security interest that is unperfected when the security interest comes to be enforced. A security interest is perfected if:\n\n(c) certain extra steps (possession or control of the collateral, or registration on the Register of Personal Property Securities) have been taken to protect the interest.\n\nThe secured party whose security interest has the highest priority is entitled to enforce that interest ahead of secured parties with security interests that have a lower priority.\n\nBetween perfected security interests, perfection by control has a higher priority than other forms of perfection. The next level of priority is given (subject to certain rules) to perfected purchase money security interests. If no other way of working out priority between perfected interests is provided, the highest priority is given to the security interest that has been continuously perfected for the longest period.\n\nThe Register of Personal Property Securities enables secured parties to give notice of actual or prospective security interests. Notice is given by the recording of data about secured parties, grantors and collateral. The register may be kept electronically, for example in a form that is interactive and accessible over the internet.\n\nChapter 1 deals with some preliminary matters, including the general application of the Act (Part 1.2) and its interpretation (Part 1.3).\n\n(e) how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property (Part 2.6);\n\nChapter 4 deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of Chapter 4.\n\nChapter 5 provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property (the Register of Personal Property Securities).\n\nThe Registrar of Personal Property Securities is responsible for maintaining the register. Chapter 5 also deals with how the register can be searched, and how certain non‑registered data can be provided through the register (as a portal).\n\nA search by reference to the details of an individual grantor must be made for an authorised purpose set out in the Act. A person who carries out an unauthorised search, or uses data from an unauthorised search, may be liable to pay compensation or a civil penalty (or both).\n\nChapter 6 deals with the role of the courts in proceedings that relate to security interests in personal property. It confers jurisdiction on courts and provides rules for the transfer of proceedings between courts. It also describes the Registrar’s role in judicial proceedings and applies Parts 4 and 6 of the Regulatory Powers Act to enable contraventions of civil penalty provisions to be enforced.\n\nChapter 7 deals with how this Act interacts with foreign laws, the constitutional operation of this Act and the relationship between this Act and other Australian laws.\n\n(c) requests to secured parties for information, how notices may be given and certain other procedural and administrative matters (Parts 8.4 to 8.7).\n\nThe Act starts to apply under Part 9.3 at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nChapter 9 also deals with references to charges and fixed and floating charges in this Act and in security agreements, and provides for the review of the operation of the Act within 3 years after it starts to apply.\n\n (c) the security interest is an interest of a transferor under a transfer of intangible property that consists of an account or chattel paper, and:\n\n (3) This Act extends to such other external Territories (if any) as are prescribed by the regulations for the purposes of this section.\n (4) Without limiting subsection (3), if an external Territory is prescribed for the purposes of this section, regulations prescribing the external Territory may provide that:\n (b) in a provision of this Act that applies (either generally or in particular circumstances) in the external Territory there is a reference to “Australia” or a reference to a term the definition of which includes a reference to “Australia”;\n then, unless the contrary intention appears, the reference to “Australia” in that provision as so applying, or in that definition as applying for the purposes of that provision as so applying, includes a reference to that external Territory.\n (6) To avoid doubt, this section applies despite paragraph 17(a) of the Acts Interpretation Act 1901 (definition of Australia).\n\n (a) the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading, or its equivalent, to the order of the seller, or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods;\n (b) a lien, charge, or any other interest in personal property, that is created, arises or is provided for under a law of the Commonwealth (other than this Act), a State or a Territory, unless the person who owns the property in which the interest is granted agrees to the interest;\n (c) a lien, charge, or any other interest in personal property, that is created, arises or is provided for by operation of the general law;\n (e) any right or interest held by a person, or any interest provided for by any transaction, under any of the following (as defined in section 5 of the Payment Systems and Netting Act 1998):\n (ii) the creation of an interest in a right to payment, or the creation or transfer (including a successive transfer) of a right to payment, in connection with an interest in land, if the writing evidencing the creation or transfer specifically identifies that land;\n (iii) a transfer (including a successive transfer) of an unearned right to payment under a contract to a person who is to perform the transferor’s obligations under the contract;\n (iv) a transfer of present or future remuneration (including wages, salary, commission, allowances or bonuses) payable to an individual as an employee or a contractor;\n (v) a transfer of an interest or claim in, or under, a contract of annuity or policy of insurance, except a transfer of a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, collateral (or proceeds of collateral);\n (vi) a transfer of an account made solely to facilitate the collection of the account on behalf of the person making the transfer;\n (vii) without limiting subparagraph (vi), a transfer of an account, if the transferee’s sole purpose in acquiring the account is to collect it;\n (viii) a transfer of an account or negotiable instrument to satisfy (either wholly or partly) a pre‑existing indebtedness;\n (ix) a sale of an account or chattel paper as part of a sale of business, unless the seller remains in apparent control (within the ordinary meaning of that term) of the business after the sale;\n (x) a transfer of the beneficial interest in a monetary obligation where, after the transfer, the transferee holds the monetary obligation on trust for the transferor;\n (i) the interest of the Official Trustee or a registered trustee who has taken control (within the meaning of section 50 of that Act) of a debtor’s or grantor’s property under that section;\n (ii) the interest of the Official Trustee or a registered trustee in property of a debtor or grantor that has vested in the Official Trustee or the registered trustee under section 58 of that Act;\n (h) a trust over some or all of an amount provided by way of financial accommodation, if the person to whom the financial accommodation is provided is required to use the amount in accordance with a condition under which the financial accommodation is provided;\n (i) a right entitlement or authority, whether or not exclusive, that is granted by or under the general law or a law of the Commonwealth, a State or a Territory in relation to the control, use or flow of water;\n\n (ii) as a member of an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or\n (k) a particular right, licence or authority (the statutory right) granted by or under a law of the Commonwealth, a State or a Territory, if, at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force);\n\nNote: Personal property does not include such a statutory right if it has been declared by such a law not to be personal property for the purposes of this Act (see section 10).\n\n

Provisions of this Act that apply to interests mentioned in subsection (1)

Item

Despite subsection (1), the following provision:

applies in relation to the following interest mentioned in subsection (1):

1

section 73

(a) a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c); and

(b) an interest provided for by a transaction described in subparagraph (1)(f)(ii).

2

section 80

a right of set‑off (see paragraph (1)(d)).

3

sections 117 and 118

an interest provided for by the creation or transfer of an interest in land (see subparagraph (1)(f)(i)).

4

paragraph 140(2)(a)

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

5

paragraph 148(c) and regulations made for the purposes of that paragraph

a lien, charge or other interest in personal property of a kind described in paragraph (1)(b) or (c).

6

a provision prescribed by regulations made for the purposes of this item

an interest mentioned in subsection (1) (including an interest prescribed by regulations made for the purposes of paragraph (1)(l)) that is prescribed by regulations made for the purposes of this item.

\n```\n\n (3) The regulations may provide that, despite subsection (1), this Act applies in relation to a kind of interest prescribed by the regulations for the purposes of this subsection.\n (4) To avoid doubt, the interest provided for by a transfer of an interest or right (see paragraph (1)(f)) is the interest that the transferee has to claim against the transferor.\n (5) In paragraph (1)(i), the reference to a right in relation to the control, use or flow of water includes, but is not limited to, a reference to a right that a person has against another person to receive (or otherwise gain access to) water.\n (a) the pawnbroker holds a licence or is otherwise expressly authorised (for example, by registration) by a law of a State or Territory to carry on a pawnbroking business (however described in that law); and\n (b) the taking of the security interest is authorised by that licence or authorisation, and is not in contravention of that law of the State or Territory; and\n (d) at the time the security interest is taken, the market value of the payment or obligation secured by the security interest is less than or equal to:\n (e) at the time the security interest is taken, the pawnbroker believes, and it is actually the case, that the market value of the personal property is less than or equal to:\n (f) the personal property is not of a kind that the regulations provide may, or must, be described by serial number in a registration.\n\nDivision 2 contains the Dictionary. The Dictionary is a list of every term defined in this Act. A term will either be defined in the Dictionary itself, or in another provision of this Act. If another provision defines the term, the Dictionary will have a signpost to that definition.\n\nA security interest is an interest in personal property provided for by a transaction that secures payment or the performance of an obligation. The form of the transaction and the identity of the person who has title to the property do not affect whether an interest is a security interest. Certain transactions that do not secure payment or the performance of an obligation may also give rise to a security interest: transfers of accounts, consignments and certain long‑term leases and bailments (called PPS leases).\n\n> ABN (short for Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n> accession to other goods means goods that are installed in, or affixed to, the other goods, unless both the accession and the other goods are required or permitted by the regulations to be described by serial number.\n\n> account means a monetary obligation (whether or not earned by performance, and, if payable in Australia, whether or not the person who owes the money is located in Australia) that arises from:\n\n (b) granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n> ADI account means an account, within the ordinary meaning of that term, kept by a person (whether alone or jointly with one or more other persons) with an ADI that is payable on demand or at some time in the future (as agreed between the ADI and the person or persons).\n\n (b) includes any liability of a debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with the advance or the enforcement of a security interest securing the advance.\n\n (d) a public authority or an agency or instrumentality of the Crown in right of the Commonwealth, a State or a Territory.\n\n> Note: Other parts of speech and grammatical forms of “bankruptcy” (for example, “bankrupt”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n (d) a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register, in whole or in part (see subsection 147(5)); or\n\n> carrying on an enterprise has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.\n\n (a) a security interest in, or lease of, specific goods, or specific goods and accessions to the specific goods (even if the description of the goods (and accessions) is taken to include a description of intellectual property, or an intellectual property licence, under section 105);\n\n (b) in relation to a registration with respect to a security interest—includes personal property described by the registration (whether or not a security interest is attached to the property).\n\nNote: Section 161 authorises the registration of a financing statement that describes personal property before or after a security agreement is made covering the property, or a security interest has attached to the property.\n\n (e) a consignee for sale, lease or other disposal if the consignee is generally known to the creditors of the consignee to be selling or leasing goods of others.\n\n (b) a registrable body (within the meaning of that Act) that is registered under Division 1 or 2 of Part 5B.2 of that Act.\n\n> consumer property means personal property held by an individual, other than personal property held in the course or furtherance, to any degree, of carrying on an enterprise to which an ABN has been allocated.\n\n> Note: Control has an extended meaning in section 341 (control of inventory and accounts in relation to fixed and floating charges).\n\n> crops means crops (whether matured or not and whether naturally grown or planted) that have not been harvested, including:\n\n (a) a person who owes payment or performance of an obligation that is secured by a security interest in personal property (whether or not the person is also the grantor of the security interest); or\n\n (a) in the case of a particular item of personal property—a description that identifies the item, or that identifies a class to which the item belongs; or\n (b) in the case of a class of personal property—a description that identifies the class, including a description that identifies the class by identifying a larger class of personal property that wholly includes the class.\n\nExample 1: A description that identifies collateral as “sheep” (a type of livestock) is sufficient to identify collateral that is sheep wool (a product of livestock, which is a class of collateral wholly included in the larger class of “sheep”).\n\n> effective: a registration is effective with respect to particular collateral if it is effective with respect to that collateral under Part 5.4.\n\n> expenses, in relation to the enforcement of a security interest in collateral, includes advances, costs and taxes for obtaining possession of, protecting (including insuring), maintaining, preserving or repairing the collateral.\n\n> Note: Example: For collateral that is intellectual property, expenses include the costs of legal proceedings against infringers of the intellectual property.\n\n> Note: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (a) for the purposes of the definition of investment instrument in this section—has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001; and\n\n> financing statement means data registered (or that is to be registered) pursuant to an application for registration under subsection 150(1).\n\n (a) an advance secured by a security interest (whether or not made pursuant to an obligation), if the advance is made after the security agreement was made; or\n\n> Note: For the meaning of expenses, see the definition elsewhere in this section. Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (d) minerals that have been extracted (including hydrocarbons) in any form, whether solid, liquid or gaseous and whether organic or inorganic;\n\n (a) a person who has the interest in the personal property to which a security interest is attached (whether or not the person owes payment or performance of an obligation secured by the security interest); or\n\n> Note: Other parts of speech and grammatical forms of “insolvency” (for example, “insolvent”) have a corresponding meaning (see section 18A of the Acts Interpretation Act 1901).\n\n> intellectual property means any of the following rights (including the right to be a party to proceedings in relation to such a right):\n\n (a) the right to do any of the things mentioned in paragraphs 10(1)(a) to (f) of the Designs Act 2003 in relation to a design that is registered under that Act;\n (b) the right to exploit or work an invention, or to authorise another person to exploit or work an invention, for which a patent is in effect under the Patents Act 1990;\n (c) the rights held by a person who is the registered owner of a trade mark that is registered under the Trade Marks Act 1995;\n (d) the right to do, or to license another person to do, an act referred to in section 11 of the Plant Breeder’s Rights Act 1994 in relation to propagating material of a plant variety;\n (e) the right to do an act referred to in section 17 of the Circuit Layouts Act 1989 in relation to an eligible layout during the protection period of the layout;\n (f) the right under the Copyright Act 1968 to do an act comprised in the copyright in a literary, dramatic, musical or artistic work or a published edition of such a work, or in a sound recording, cinematograph film, television broadcast or sound broadcast;\n (g) a right under or for the purposes of a law of a foreign country that corresponds to a right mentioned in any of paragraphs (a) to (f).\n\n> intellectual property licence means an authority or licence (within the ordinary meaning of that term) to exercise rights comprising intellectual property.\n\n> inventory means personal property (whether goods or intangible property) that, in the course or furtherance, to any degree, of an enterprise to which an ABN has been allocated:\n\n (e) an assignable option to have an allotment of an investment instrument (apart from this paragraph) made to the holder of the option;\n (j) any financial product that consists of a combination of any 2 or more of the financial products mentioned in paragraphs (a) to (i);\n (k) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> jurisdiction, in which personal property, or an individual, is located, has a meaning affected by subsections 235(6) and (7).\n\n> land includes all estates and interests in land, whether freehold, leasehold or chattel, but does not include fixtures.\n\n> licence means either of the following, if it is transferable by the licensee (whether or not the right, entitlement, authority or licence is exclusive, and whether or not a transfer is restricted or requires consent):\n\n> Note: A right, entitlement or authority to which paragraph (c) or (d) applies is not personal property for the purposes of this Act (for the meaning of personal property, see elsewhere in this section).\n\n (a) while they are alive—alpacas, cattle, fish, goats, horses, llamas, ostriches, poultry, sheep, swine and other animals; and\n (c) the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n> National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009, and includes regulations made under section 329 of that Act for the purposes of that Schedule.\n\n (i) the writing is of a kind that, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment; or\n (ii) the writing satisfies the requirements for negotiability under the law governing negotiable instruments (including, but not limited to, instruments that are negotiable instruments within the meaning of this definition); or\n (f) the creation or transfer (including a successive transfer) of a right to payment in connection with interests in land, if the writing evidencing the creation or transfer does not specifically identify that land;\n\n> new value means value other than value provided to reduce or discharge an earlier debt or liability owed to the person providing the value.\n\n (ii) is intended to be used for other purposes as well, but is intended to be mostly used for personal, domestic or household purposes; and\n\n> registration means a registered financing statement (as amended by any registered financing change statement) with respect to:\n\n (a) means a person who holds a security interest for the person’s own benefit or for the benefit of another person (or both); and\n (b) if the holders of the obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest—includes the trustee; and\n (c) in relation to a registration with respect to a security interest—includes a person registered as a secured party in the registration.\n\n> serial number, in relation to collateral, means a serial number by which the regulations require, or permit, the collateral to be described in a registration.\n\n> State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.\n\n> term deposit means a deposit made with an ADI that matures on a particular date (whether or not the ADI can be required to repay the deposit before that date).\n\n> wool means the natural fibre from any livestock that produce fleece that can be shorn (such as sheep, goats, alpacas and llamas).\n\n (a) the recording of words or data in any way (including electronically), if, at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference; and\n (ii) at the time the recording was made, it was reasonable to expect that the words or data would be readily accessible so as to be useable for subsequent reference.\n\n (1) The Acts Interpretation Act 1901, as in force at the start of the day on which this Act receives the Royal Assent, applies to this Act.\n\n (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property).\n\n (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation:\n (3) A security interest also includes the following interests, whether or not the transaction concerned, in substance, secures payment or performance of an obligation:\n (3A) A person who owes payment or performance of an obligation to another person may take a security interest in the other person’s right to require the payment or the performance of the obligation.\n (a) an account debtor, in relation to an account or chattel paper, may take a security interest in the account or chattel paper; and\n (a) to postpone or subordinate a person’s right to payment or performance of all or any part of a debtor’s obligation to another person’s right to payment or performance of all or any part of another of the debtor’s obligations;\n (b) to postpone or subordinate all or any part of a secured party’s rights under a security agreement to all or any part of another secured party’s rights under another security agreement with the same grantor.\n\n (c) for a term of up to 2 years that is automatically renewable, or that is renewable at the option of one of the parties, for one or more terms if the total of all the terms might exceed 2 years; or\n (d) for a term of up to 2 years, or a lease for an indefinite term, in a case in which the lessee or bailee, with the consent of the lessor or bailor, retains uninterrupted (or substantially uninterrupted) possession of the leased or bailed property for a period of more than 2 years after the day the lessee or bailee first acquired possession of the property (but not until the lessee’s or bailee’s possession extends for more than 2 years).\n (c) a lease of consumer property as part of a lease of land where the use of the property is incidental to the use and enjoyment of the land; or\n (d) a lease or bailment of personal property prescribed by the regulations for the purposes of this definition, regardless of the length of the term of the lease or bailment.\n\n (b) a security interest taken in collateral by a person who gives value for the purpose of enabling the grantor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights;\n (b) an interest in collateral (as original collateral) that is chattel paper, an investment instrument, an intermediated security, a monetary obligation or a negotiable instrument; or\n (c) a security interest in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes.\n (b) the interest is in collateral that (at the time the interest attaches to the collateral) the grantor intends to use predominantly for personal, domestic or household purposes; and\n (3) If a security interest in collateral secures obligations covered by subsection (7) (purchase money obligations) and other obligations, the security interest is a purchase money security interest only to the extent that it secures the purchase money obligations.\n (4) If a security interest is granted in personal property (purchase money collateral) that secures a purchase money obligation, together with other collateral, the security interest is a purchase money security interest only to the extent that it is granted in the purchase money collateral.\n (5) A purchase money security interest does not lose its status as such only because the purchase money obligation is renewed, refinanced, consolidated or restructured (whether or not by the same secured party).\n (6) In any transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:\n (b) if the parties do not agree on a method—in accordance with any intention of the debtor manifested at or before the time of the payment; or\n (ii) to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred;\n (iii) to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.\n (b) for value given to enable the grantor to acquire or use the collateral (provided the collateral is so acquired or used).\n (8) In this section, a reference to a purchase price, or value, includes a reference to credit charges and interest payable for the purchase or loan credit.\n\n (a) a person (including a central securities depository) who holds an Australian financial services licence (within the meaning of the Corporations Act 2001) permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (b) a person who operates a clearing and settlement facility under an Australian CS facility licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of this paragraph; or\n (c) a person (including a central securities depository) who holds a licence issued under the law of a foreign jurisdiction permitting the person, in the course of business or other regular activity, to maintain securities accounts:\n (4) An intermediary (including a central securities depository) is an intermediary only while acting in the capacity of an intermediary.\n (5) A person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person maintains a securities account on behalf of the issuer of the financial products to which the account relates.\n (6) Without limiting subsection (5), a person is not an intermediary for the purposes of paragraph (2)(a) or (c) merely because the person:\n (b) records details of interests in financial products in the person’s own books, being interests credited to securities accounts in the names of other persons for whom the person acts as manager or agent or otherwise in a purely administrative capacity.\n\n (b) in the case of an intermediary mentioned in paragraph 15(2)(b)—a record of holdings and transfers of interests in financial products.\n\nPart 2.2 contains some general principles relating to these security interests, the agreements that govern them and their enforceability. The Part describes how a security interest is attached to personal property and perfected.\n\nPart 2.5 sets out circumstances in which a person takes an interest in personal property free of a security interest in the property.\n\nPart 2.6 sets out how to work out the priority between competing security interests (and in some cases, other sorts of interests) in personal property. If a specific rule does not deal with the priority between security interests, then the priority is determined in accordance with the default rules in section 55.\n\nThese principles relate to the enforceability of security agreements against grantors of security interests and third parties.\n\nA security interest is only effective if it has attached to collateral. A security interest attaches to collateral when the grantor has rights in the collateral, or can transfer it to the secured party, and value is given, or the security interest otherwise arises.\n\nA security interest is only enforceable against a third party if it has attached to collateral and the secured party possesses the collateral, has perfected the security interest by controlling the collateral or has entered into a written security agreement that describes the collateral.\n\nThis Part also contains rules about how a security interest is perfected and how it is continuously perfected. A perfected security interest has priority over an unperfected security interest, and the security interest that has been continuously perfected for the longest time generally has the highest priority (see Part 2.6 for priority rules).\n\nPerfection occurs when a security interest has attached to collateral and any further steps needed to make the security interest effective against third parties have been taken.\n\nThese steps involve registration on the Personal Property Securities Register or possession or control of the collateral. In certain situations this Act provides for perfection, or temporary perfection, by the operation of the Act itself.\n\n (5) A security interest is taken to secure reasonable expenses in relation to the enforcement of the security interest, unless the parties agree otherwise.\n\n (1) A security interest is enforceable against a grantor in respect of particular collateral only if the security interest has attached to the collateral.\n (a) the grantor has rights in the collateral, or the power to transfer rights in the collateral to the secured party; and\n (3) Subsection (2) does not apply if the parties to a security agreement have agreed that a security interest attaches at a later time, in which case the security interest attaches at the time specified in the agreement.\n (4) To avoid doubt, a reference in a security agreement to a floating charge is not a reference to an agreement that the security interest created by the floating charge attaches at a time later than provided under subsection (2).\n (5) For the purposes of paragraph (2)(a), a grantor has rights in goods that are leased or bailed to the grantor under a PPS lease, consigned to the grantor, or sold to the grantor under a conditional sale agreement (including an agreement to sell subject to retention of title) when the grantor obtains possession of the goods.\n\n> Note: A security interest may attach to crops while they are growing, and to the products of livestock, before they become proceeds of the crops or livestock (for example, wool before it is shorn). See subsections 31(4) and (5) (meaning of proceeds) and section 84A (security interests in crops and livestock).\n\n (iii) a security agreement that provides for the security interest covers the collateral in accordance with subsection (2).\n\n (ii) adopted or accepted by the grantor by an act, or omission, that reasonably appears to be done with the intention of adopting or accepting the writing; and\n (iii) a statement that a security interest is taken in all of the grantor’s present and after‑acquired property except specified items or classes of personal property.\n (3) Without limiting subparagraph (2)(a)(i), for the purposes of that subparagraph a grantor is taken to sign writing if, with the intention of identifying the grantor and adopting, or accepting, the writing, the person applies:\n\n (4) If particular personal property is described using the term “consumer property” or “commercial property” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only if the personal property is more particularly described, in addition, by reference to item or class.\n (5) If particular personal property is described using the term “inventory” in the writing evidencing a security agreement, subparagraph (2)(b)(i) is satisfied only while the personal property is held or leased by the grantor as inventory.\n (6) A security interest in proceeds is enforceable against a third party whether or not the security agreement providing for the security interest contains a description of the proceeds.\n\n (b) for any collateral, the secured party has possession of the collateral (other than possession as a result of seizure or repossession); or\n (v) a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation;\n\n (3) A security interest may be perfected regardless of the order in which attachment and any step mentioned in subsection (2) occur.\n\n (1) A security interest that has attached to goods in the possession of a bailee (other than the grantor or the debtor) is perfected if any of the following applies, regardless of when the security interest attached to the goods:\n (b) the security interest is perfected by possession, as provided by section 21, because the bailee possesses the property on behalf of the secured party;\n (d) the bailee issues a negotiable document of title to the goods, and the secured party has a perfected security interest in the document.\n (2) A security interest in goods in the possession of a bailee (other than the grantor or the debtor) is temporarily perfected for the period:\n (3) The security interest in the goods becomes unperfected at the end of the period mentioned in subsection (2), unless the security interest is perfected otherwise than under subsection (2) before the end of the period.\n (4) However, subsection (2) does not apply, and is taken never to have applied, unless, before the end of the period of 5 business days after the day of issue of the negotiable document of title:\n\nA grantor and secured party cannot both have possession of collateral. There are special rules about possession of the following:\n\nControl of certain types of personal property is effective to perfect a security interest in the property (see paragraph 21(2)(c)). This Part includes some special rules about control of the following:\n\n (1) A secured party cannot have possession of personal property if the property is in the actual or apparent possession of the grantor or debtor, or another person on behalf of the grantor or debtor.\n (2) A grantor or debtor cannot have possession of personal property if the property is in the actual or apparent possession of the secured party, or another person on behalf of the secured party.\n (3) A grantor or debtor to whom goods are transported by a common carrier acquires possession of the goods only when the earlier of the following occurs:\n (a) the grantor or debtor, or another person at the request of the grantor or debtor, actually acquires possession of the goods;\n (b) the grantor or debtor, or another person at the request of the grantor or debtor, acquires possession of a document of title to the goods.\n (4) A person (the first person) has possession of a negotiable instrument that is not evidenced by an electronic record if, and only if, the first person, or another person on behalf of the first person, takes physical possession of the instrument.\n\n (a) a single authoritative copy of the record exists which is unique, identifiable and unalterable (except as set out below); and\n\n (d) copies or revisions of the record that change the transferee of the authoritative copy can be made only with the participation of the secured party; and\n\n (e) each copy of the authoritative copy (or any copy of such a copy) is readily identifiable as a copy that is not the authoritative copy; and\n\n (6) Despite subsections (1) and (2), a person (the possessor) has possession of an investment instrument that is evidenced by a certificate if, and only if:\n (b) a transfer of the investment instrument may be registered on books maintained for that purpose by or on behalf of the issuer (or the certificate states that a transfer of the instrument may be so registered); and\n (iii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it has possession of the investment instrument on behalf of the possessor.\n\n A secured party has control of an ADI account for the purposes of section 21 (perfection—main rule) if, and only if, the secured party is the ADI.\n\n> Note: Control has an extended meaning in relation to ADIs in sections 341 and 341A (control in relation to fixed and floating charges).\n\n (1) A person has control of an intermediated security that is credited to or recorded in a securities account if, and only if, this section so provides.\n (i) there is an agreement in force between the grantor, the secured party and the intermediary who maintains the securities account;\n (iii) there is an agreement in force between the grantor and the secured party, and notice of the agreement is given to the intermediary; and\n (i) the intermediary must not comply with instructions given by the grantor in relation to the intermediated security without seeking the consent of the secured party (or a person who has agreed to act on the instructions of the secured party); or\n (ii) the intermediary must comply, or must comply in one or more specified circumstances, with instructions (including instructions to debit the account) given by the secured party in relation to the intermediated security without seeking the consent of the grantor (or any person who has agreed to act on the instructions of the grantor).\n (3) If the intermediary who maintains the securities account is an intermediary because of paragraph 15(2)(b), a reference to the intermediary in subparagraphs (2)(a)(i) to (iii) of this section includes a reference to a person prescribed by regulations made for the purposes of this subsection.\n\n> Note 1: Under paragraph 15(2)(b), a person is an intermediary if the person operates a clearing and settlement facility under an Australian CS facilities licence (within the meaning of the Corporations Act 2001), other than such a person prescribed by regulations made for the purposes of that paragraph.\n\n> Note 2: The regulations may prescribe a person by reference to a class or classes of persons (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (3A) A secured party has control of an intermediated security if there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the intermediated security could be transferred or otherwise dealt with.\n (b) the securities account is maintained in the name of another person (who is not the grantor or debtor), and that person acknowledges in writing that he, she or it holds the intermediated security on behalf of the secured party.\n\n (2) A person, other than the debtor or grantor, has control of an investment instrument (whether or not the instrument is evidenced by a certificate) if the issuer of the instrument registers the person as the registered owner of the instrument.\n (b) the agreement has the effect that the person (or a person who has agreed to act on the instructions of the first person) is able to initiate or control sending instructions by which the investment instrument could be transferred or otherwise dealt with.\n (i) the issuer of the instrument registers another person (who is not the grantor or debtor) as the registered owner of the investment instrument on behalf of the controller; or\n (ii) the registered owner (who is not the grantor or debtor) of the investment instrument acknowledges in writing that he, she or it holds the investment instrument on behalf of the controller; and\n (b) there is an agreement in force under which the controller (or a person who has agreed to act on the instructions of the controller) is able to initiate or control the sending of some or all electronic messages or other electronic communications by which the investment instrument could be transferred or otherwise dealt with.\n (6) For the purposes of this section, a person has control of an investment instrument even if the registered owner of the investment instrument (who might be the grantor) retains the right:\n\n A secured party does not have control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, unless the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the secured party.\n\n (a) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and\n (b) there is an agreement in force under which the secured party (or a person who has agreed to act on the instructions of the secured party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.\n (2) For the purposes of subsection (1), a secured party has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:\n\nThis Part contains rules about when attachment and perfection (including, in some circumstances, temporary perfection) of security interests occurs in particular situations.\n\nProceeds of collateral are identifiable or traceable personal property that is derived from dealings with the collateral. Proceeds also includes certain insurance or indemnity rights, payments in redemption of certain intangible collateral, certain rights of licensors of intellectual property, and certain rights relating to investment instruments and intermediated securities.\n\nA security interest in collateral continues in the proceeds (except in certain cases). Division 2 also includes some other rules about the perfection of such interests and their enforcement. Special provisions are made for the perfection and temporary perfection of security interests in proceeds, and for the temporary perfection of security interests in collateral after it is transferred.\n\nDivision 3 deals with the perfection (and temporary perfection) of security interests in goods that are returned to the grantor or the debtor. After goods are returned for certain dealings (for example, sale or exchange), a security interest in the goods that had previously been perfected otherwise than by registration may be temporarily perfected for 5 business days. The same period of temporary perfection is provided in similar circumstances if possession or control of a negotiable instrument or investment instrument is returned to the grantor or debtor.\n\nIf goods are taken free of a security interest, but are repossessed by the grantor or debtor, the security interest reattaches to the goods, and (if the security interest had been perfected by registration) the perfection status of the security interest is unaffected.\n\nDivision 3 also provides special rules for the attachment and perfection of a security interest in goods if a sale or lease of the goods creates an account or chattel paper that is transferred to another person.\n\nDivision 4 deals with situations where collateral or a grantor of a security interest is relocated from a foreign jurisdiction to Australia. The security interest in the collateral is temporarily perfected if certain conditions are met.\n\n> proceeds of collateral to which a security interest is (or is to be) attached means identifiable or traceable personal property of the following types, subject to subsections (2) and (3):\n\n (a) personal property that is derived directly or indirectly from a dealing with the collateral (or proceeds of the collateral);\n (b) a right to an insurance payment or other payment as indemnity or compensation for loss of, or damage to, the collateral (or proceeds of the collateral);\n (c) a payment made in total or partial discharge or redemption of the collateral (or proceeds of the collateral), if the collateral (or proceeds) consists of any of the following:\n (d) if the collateral is intellectual property (or an intellectual property licence)—in addition to any other proceeds, the right of a licensor of the property (whether or not the property is itself a licence) to receive payments under any licence agreement in relation to the collateral;\n\n> Note: In section 140 (distribution of proceeds received by secured party) proceeds has its ordinary meaning, so this definition does not apply.\n\n (2) Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds, as provided in section 32, and the person who has rights in or has dealt with the proceeds.\n (ii) the grantor has the power to transfer rights in the proceeds to the secured party (or to a person nominated by the secured party); and\n\nNote: Paragraph 140(2)(f) provides for the distribution of an amount or proceeds to the grantor upon the enforcement of a security interest.\n\n (4) The proceeds of collateral that is crops include the harvested produce of the crops, if the produce is identifiable or traceable.\n (5) The proceeds of collateral that is livestock include products of the livestock (for example, meat or wool), if the products are identifiable or traceable.\n (6) However, livestock are not the proceeds of collateral merely because they are the unborn young, or the offspring, of livestock that are collateral.\n\n (ii) the secured party expressly or impliedly agreed that a dealing giving rise to the proceeds would extinguish the security interest; and\n\n> Note 1: The effect of paragraph (a) is to extinguish the security interest in the collateral if the secured party expressly or impliedly authorised the dealing mentioned.\n\n> Note 2: A transferee can also take the collateral free of the security interest because of the operation of another provision of this Act (for example, under Part 2.5).\n\n (2) If the secured party enforces a security interest against both collateral (other than an investment instrument or an intermediated security) and proceeds, the amount secured by the security interest in the collateral and proceeds is limited to the market value of the collateral immediately before the collateral gave rise to the proceeds.\n\n> Note: For the enforceability of a security interest against a third party in relation to proceeds, see also subsection 20(6).\n\n (3) However, subsection (2) does not apply if, at the time of the transfer of the collateral, the transferee has actual or constructive knowledge that the transfer was in breach of a security agreement that provides for the security interest in the collateral.\n (4) To avoid doubt, subsection (2) does not affect any right the secured party may have to recover the amount secured without enforcing the security interest.\n (5) For the purposes of section 55 (default priority rules), the time of registration or possession in relation to original collateral, or the time of perfection of a security interest in original collateral, is also the time of registration, possession or perfection in relation to the proceeds of the original collateral.\n\n> Note: The effect of subsection (5) is that the security interest in the proceeds has the same default priority as the security interest in the original collateral.\n\n (1) A security interest in proceeds is perfected if the security interest in the original collateral is perfected by a registration that:\n (a) describes the proceeds, if the description complies with any regulations made for the purposes of paragraph (d) of item 4 of the table in section 153 (financing statements with respect to security interests); or\n (b) covers the original collateral, if the proceeds are of a kind that are within the description of the original collateral; or\n (c) covers the original collateral, if the proceeds consist of currency, cheques or an ADI account, or a right to an insurance payment or any other payment as indemnity or compensation for loss or damage to the collateral or proceeds.\n (2) If a security interest in original collateral is perfected, but a security interest in the proceeds is not perfected under subsection (1), the security interest in the proceeds is temporarily perfected for the period starting at the time the security interest in the original collateral attaches to the proceeds and ending at the end of 5 business days afterwards.\n (3) However, the security interest in the proceeds under subsection (2) becomes unperfected at the end of the period mentioned in that subsection, unless the security interest in the proceeds is perfected otherwise than under the subsection before the end of the period.\n\n (1) If collateral is transferred, and at the time of the transfer a secured party held a perfected security interest in the collateral, the security interest is temporarily perfected for the period starting at the time of the transfer and ending at the earliest of the following times:\n (b) if the security interest was perfected by registration at the time of the transfer—the end time for the registration (as registered at the time of the transfer);\n (c) if another security interest attaches to the collateral at or after the time of the transfer, and the other security interest is perfected:\n (i) in a case in which the original secured party consented to the transfer—the end of 5 business days after the day of the transfer; or\n (ii) in a case in which the original secured party otherwise acquires the actual or constructive knowledge required to perfect the original secured party’s interest by registration (or to re‑perfect the interest by an amendment of a registration)—the end of 5 business days after the day the original secured party acquires the knowledge.\n\n> Note: The knowledge required is the knowledge of the transferee’s (the new grantor’s) details. Unless these are registered, the original secured party’s registration may be ineffective under section 165.\n\n (2) However, the security interest becomes unperfected immediately after the earliest time mentioned in subsection (1), unless, at or before that time, the security interest is perfected otherwise than under subsection (1).\n (3) This section does not apply in relation to a transfer of collateral if the transferee takes the collateral free of the security interest.\n\n (1) A security interest in goods that is perfected by possession of the goods or a negotiable document of title to the goods under subsection 22(1) is temporarily perfected for the period covered by subsection (2) of this section if possession of the goods or document is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the goods:\n\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the goods or document becomes unperfected at the end of the period covered by subsection (2), unless the security interest is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) A security interest in a negotiable instrument or an investment instrument that is perfected by possession or control is temporarily perfected for the period covered by subsection (2) if possession or control of the instrument is given to the grantor or the debtor at a particular time (the action time) for the purpose of any of the following actions in relation to the instrument:\n (2) This subsection covers the period starting at the action time and ending at the end of 5 business days after the day the action time occurs.\n (3) However, the security interest in the instrument becomes unperfected at the end of the period covered by subsection (2), unless the security interest in the instrument is perfected otherwise than under subsection (1) before the end of the period.\n\n (1) If a grantor or debtor sells or leases goods that are subject to a security interest, and the buyer or lessee takes the goods free of the security interest because of the operation of this Act, the security interest reattaches to the goods at a particular time (the repossession time) if, at that time, the goods come into the possession of the grantor or debtor, or of a transferee of chattel paper created by the sale or lease, in any of the following circumstances:\n (d) the grantor or debtor repossesses the goods in the exercise of a right in enforcing the contract of sale or the lease;\n\n (2) The perfection of the security interest, and the time of registration or perfection of the security interest, are to be determined as if the goods had not been sold or leased, if:\n\n (1) If a sale or lease of goods creates an account or chattel paper, and the account or chattel paper is transferred to another person, the transferee is taken to have a security interest (the deemed goods security interest) in the goods if, at a particular time (the repossession time) the goods come into the possession of the transferor, or of the transferee, in any of the following circumstances:\n\n (3) If the transferee has a security interest in the account or chattel paper that is perfected by possession or registration at the repossession time, the deemed goods security interest is temporarily perfected for the period starting at the possession time and ending at the end of 5 business days after the day the repossession time occurs.\n (4) However, the deemed goods security interest becomes unperfected at the end of the period mentioned in subsection (3), unless the deemed goods security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) A security interest in collateral that has been located in a jurisdiction (the foreign jurisdiction) outside Australia, and is relocated to Australia, is taken to have been continuously perfected for the period covered by subsection (2) if, immediately before the collateral became located in Australia, and at the time it became so located:\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest in collateral is not taken to have been continuously perfected under subsection (1) if, immediately before the collateral became located in Australia:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (ii) the end of 5 business days after the day the secured party has actual knowledge that the collateral has become located in Australia.\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n (1) If the law of a foreign jurisdiction has governed a security interest in intangible property, or financial property, the security interest is taken to have been continuously perfected for the period covered by subsection (2) if:\n (c) as a result of the occurrence of the relocation event, the perfection (and the effect of perfection or non‑perfection) of the security interest becomes governed by the law of Australia.\n\n (i) if the law of the foreign jurisdiction provides for the perfection (and the effect of perfection or non‑perfection) of the security interest—when the security interest last became perfected under that law;\n (ii) if subparagraph (i) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—when the security interest, or such a notice, was so registered or recorded (or was last so registered or recorded);\n (iii) if neither subparagraph (i) nor (ii) applies to the law of the foreign jurisdiction—when the security interest last became enforceable against third parties under that law; and\n (2A) However, a security interest is not taken to have been continuously perfected under subsection (1) if, immediately before the relocation event:\n (a) in a case in which the law of the foreign jurisdiction provides for the perfection (and effect of perfection or non‑perfection) of the security interest—the security interest was not perfected under that law; or\n (b) in a case in which paragraph (a) does not apply to the law of the foreign jurisdiction, but that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest—the security interest, or such a notice, was not so registered or recorded.\n (3) If a security interest in collateral is continuously perfected under subsection (1), the security interest in the collateral is temporarily perfected for the period:\n (4) However, the security interest in the collateral becomes unperfected at the end of the period mentioned in subsection (3), and is taken never to have been temporarily perfected, unless the security interest is perfected otherwise than under subsection (3) before the end of the period.\n\n> Note: The property mentioned in paragraph (5)(a) is intangible property; negotiable instruments are financial property (see section 10).\n\nRules are set out for when personal property may be bought or leased free of a security interest in relation to the following:\n\nIf a transferee takes personal property (or an accession) free of a security interest by the operation of this Part, the secured party’s rights are subrogated to the rights of the transferor. Payment of the purchase price before the transferee receives notice of subrogation discharges the transferee’s obligation (to the extent of the payment).\n\n (i) whether or not the security interest is perfected (except in sections 43 (unperfected interests) and 52 (temporarily perfected interests)); and\n (b) does not apply to the acquisition of an interest in personal property free of a security interest if the interest that is taken is itself a security interest (except in sections 50 (investment instruments) and 51 (intermediated securities)).\n\nNote: Some acquisitions to which section 50 applies, and all acquisitions to which section 51 applies, consist of the taking of security interests (see subsections 50(3) and 51(1)).\n\n (1) A buyer or lessee of personal property, for value, takes the personal property free of an unperfected security interest in the property.\n (2) Subsection (1) does not apply if the unperfected security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by the regulations for the purposes of this subsection.\n\n (a) the regulations provide that personal property of that kind may, or must, be described by serial number in a registration; and\n (b) searching the register, immediately before the time of the sale or lease, by reference only to the serial number of the property, would not disclose a registration that perfected the security interest.\n (b) the security interest was created or provided for by a transaction to which the buyer or lessee is a party, unless the personal property concerned is of a kind prescribed by regulations for the purposes of this paragraph.\n (3) Within the period of 24 months after the registration commencement time, subsection (1) does not apply if the security interest is a transitional security interest, other than:\n\n (1) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section, takes the motor vehicle free of a security interest in the motor vehicle if:\n (b) there is a time during the period between the start of the previous day and the time of the sale or lease by reference to which a search of the register (by reference otherwise only to the serial number of the motor vehicle) would not disclose a registration that perfected the security interest; and\n (ii) if the person who granted the security interest has lost the right to possess the motor vehicle, or is estopped from asserting an interest in the motor vehicle—another person who is in possession of the motor vehicle.\n (3) A buyer or lessee, for new value, of a motor vehicle of a kind prescribed by the regulations for the purpose of this section takes the motor vehicle free of a security interest in the motor vehicle if:\n (d) the buyer or lessee buys or leases the motor vehicle with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property takes the personal property free of a security interest given by the seller or lessor, or that arises under section 32 (proceeds—attachment), if the personal property was sold or leased in the ordinary course of the seller’s or lessor’s business of selling or leasing personal property of that kind.\n (a) in a case in which personal property of that kind may, or must, be described by serial number—the buyer or lessee holds the personal property:\n (b) in any case—the buyer or lessee buys or leases the personal property with actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest.\n\n (1) A buyer or lessee of personal property, for new value, that the buyer or lessee intends (at the time of purchase or lease) to use predominantly for personal, domestic or household purposes takes the personal property free of a security interest in the property if the market value (worked out at the time each part of the total new value is given) of the total new value given for the personal property is not more than:\n (a) the personal property is of a kind that the regulations provide may, or must, be described by serial number in a registration; or\n (b) the buyer or lessee buys or leases the personal property with actual or constructive knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest; or\n (c) at the time the contract or agreement providing for the sale or lease is entered into, the buyer or lessee believes, and it is actually the case, that the market value of the personal property is more than:\n\n A holder of currency takes the currency free of a security interest in the currency if the holder acquires the currency with no actual or constructive knowledge of the security interest.\n\n#### 49 Taking investment instrument or intermediated security free of security interest in the ordinary course of trading\n\n A person who buys an investment instrument or an intermediated security in the ordinary course of trading on a declared financial market (within the meaning of the Corporations Act 2001) takes the instrument or intermediated security free of a security interest in the instrument or intermediated security.\n\n (1) A purchaser (see subsection (3)) of an investment instrument, other than a secured party, takes the instrument free of a security interest in the instrument if:\n (2) Subsection (1) does not apply if the purchaser takes the instrument with actual or constructive knowledge that the taking constitutes a breach of the security agreement that provides for the security interest.\n\n> purchaser, in relation to an investment instrument, means a person who takes the instrument by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue or any other consensual transaction that creates an interest in personal property.\n\n (1) A person (the transferee) who takes an interest in an intermediated security takes the interest free of a security interest in the intermediated security if:\n (b) the credit of the interest in the financial product in relation to which the intermediated security arises is made in accordance with a consensual transaction.\n (2) Subsection (1) does not apply if, at the time the interest is taken, the transferee has actual or constructive knowledge that crediting the interest in the financial product constitutes a breach of a security agreement that provides for a security interest in any intermediated security or financial product.\n\n (1) A buyer or lessee, for new value, of the proceeds of personal property, or of goods or a negotiable document of title, takes the proceeds, goods or document free of a security interest that is temporarily perfected by force of this Act (other than a transitional security interest perfected by force of section 322) immediately before the time of the sale or lease, if the security interest is not otherwise perfected at that time.\n\n (2) Subsection (1) does not apply if the buyer or lessee has actual knowledge that the sale or lease constitutes a breach of the security agreement that provides for the security interest at:\n (a) the time new value is first given for the sale or lease, if the personal property is bought or leased with the intention of using it predominantly for personal, domestic or household purposes; or\n\n (b) as a result, the transferee takes the personal property, or an accession to the property, free of a secured party’s security interest because of the operation of this Part.\n (2) The rights of the secured party are subrogated, in relation to the property, to the rights (if any) of the transferor and any predecessor of the transferor (including the right to receive any part of the purchase price for the property which has not been paid).\n (3) If a person who is liable to pay the purchase price of personal property makes a payment before receiving notice of a secured party’s right under subsection (2), the payment discharges the obligation of the person to the extent of the payment.\n\nThis Part deals with how to work out the priority between competing security interests in collateral (and in some cases, other kinds of interests).\n\nPriority rules are relevant when the same personal property is subject to 2 or more security interests. If the debtor defaults, the rules determine the order of priority in which the various secured parties can enforce their security interests under Chapter 4.\n\n(b) priority between perfected interests amongst themselves, and unperfected interests amongst themselves, is determined on a first‑in‑time basis.\n\nThe Division contains other rules of general application (such as the priority that applies to the proceeds of collateral). Security interests perfected by control have the highest priority.\n\nFor example, a security interest held by an ADI in an ADI account with the ADI has priority over any other security interest in the ADI account. An ADI has control over an ADI account held with the ADI (see section 25). Only the ADI with which an ADI account is held may perfect a security interest in the ADI account by control (see section 21). A security interest perfected by control has priority over any other security interest in the same collateral (see section 57).\n\nDivision 3 deals with the priority rules that apply when one of the security interests is a perfected purchase money security interest. These interests are exceptions to the first‑in‑time rule (except for certain security interests in an account dealt with in section 64). A perfected purchase money security interest that is granted to a seller, lessor or consignor takes priority over a perfected purchase money security interest that is granted to others.\n\nDivision 4 deals with priority of security interests in transferred collateral where a transferor and a transferee have both granted security interests in the transferred collateral. Provided the transferor‑granted security interest has remained perfected, that security interest will take priority.\n\nDivision 5 deals with the priority of certain creditors who have their debts repaid. The priority of those who purchase negotiable instruments, chattel paper and negotiable documents of title is also dealt with. Generally, the purchaser’s interest will take priority over a security interest in the negotiable instrument, chattel paper or negotiable document of title.\n\n(d) security interests in accounts, financial property or intermediated securities if a foreign law governs their perfection but does not provide for public registration.\n\n (1) This section sets out the priority between security interests in the same collateral if this Act provides no other way of determining that priority.\n\n (2) Priority between unperfected security interests in the same collateral is to be determined by the order of attachment of the security interests.\n (3) A perfected security interest in collateral has priority over an unperfected security interest in the same collateral.\n (4) Priority between 2 or more security interests in collateral that are currently perfected is to be determined by the order in which the priority time (see subsection (5)) for each security interest occurs.\n (5) For the purposes of subsection (4), the priority time for a security interest in collateral is, subject to subsection (6), the earliest of the following times to occur in relation to the security interest:\n (b) the time the secured party, or another person on behalf of the secured party, first perfects the security interest by taking possession or control of the collateral;\n (6) A time is a priority time for a security interest only if, once the security interest is perfected at or after that time, the security interest remains continuously perfected.\n\n> Note: A security interest in the proceeds of original collateral has the same default priority as the security interest in the original collateral (see subsection 32(5)).\n\n (1) For the purposes of this Act, a security interest is continuously perfected after a particular time if the security interest is, after that time, perfected under this Act at all times.\n (2) A security interest may be continuously perfected after a particular time even if, after that time, it is perfected in 2 or more different ways:\n\n (1) A security interest in collateral that is currently perfected by control has priority over a security interest in the same collateral that is currently perfected by another means.\n\n> Note: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n (2) Priority between 2 or more security interests in collateral that are currently perfected by control is to be determined by the order in which the interests were perfected by control (where the perfection by control has been continuous).\n (2A) A perfected security interest (the priority interest) in the proceeds of original collateral has priority over any other security interest in the proceeds, except a security interest in the proceeds as original collateral that is perfected by control, if:\n (a) the security interest in the first‑mentioned original collateral was perfected by control when the collateral gave rise to proceeds; and\n\n A security interest provided for by a security agreement has the same priority in respect of all advances (including future advances), and the performance of all obligations, secured by the agreement.\n\n A security interest (the first security interest) has priority over another security interest (the last security interest) if, by the operation of this Act (including this section):\n (a) the first security interest has priority over security interests of a particular kind (the intermediate security interests); and\n\n If a security interest in collateral is transferred, the transferred interest has the same priority immediately after the transfer as it had immediately before the transfer.\n\n (1) A secured party may (in a security agreement or otherwise) subordinate the secured party’s security interest in collateral to any other interest in the collateral.\n (b) may be enforced by a third party if the third party is the person, or one of a class of persons, for whose benefit the subordination is intended.\n\n (1) This section sets out when a perfected purchase money security interest that is granted by a grantor in collateral or its proceeds has priority over a perfected security interest that is granted by the same grantor in the same collateral, but that is not a purchase money security interest.\n\n (i) for inventory that is goods—the grantor, or another person at the request of the grantor, obtains possession of the inventory; or\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n> Note: This subsection is subject to sections 64 (non‑purchase money security interest in accounts) and 71 (chattel paper).\n\n (b) the purchase money security interest is perfected by registration before the end of 15 business days after whichever of the following days applies:\n (c) the registration that perfects the purchase money security interest states, in accordance with item 7 of the table in section 153, that the interest is a purchase money security interest.\n\n A perfected purchase money security interest (the priority interest) that is granted by a grantor in collateral or its proceeds to a seller, lessor or consignor of the collateral has priority over any other perfected purchase money security interest that is granted by the same grantor in the same collateral if the priority interest is perfected:\n (a) if the collateral is inventory that is goods—at the time the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (c) if the collateral is not inventory, and is goods—before the end of 15 business days after the day the grantor, or another person at the request of the grantor, obtains possession of the collateral; or\n (d) if the collateral is not inventory, and is not goods—before the end of 15 business days after the day the priority interest attaches to the collateral.\n\n Non‑purchase money security interest in account as original collateral has priority over purchase money security interest in account as proceeds of inventory\n (1) Despite subsection 62(2), a non‑purchase money security interest (the priority interest) granted for new value in an account as original collateral and perfected by registration has priority over a perfected purchase money security interest that is granted by the same grantor in the account as proceeds of inventory, if:\n (i) the secured party holding the priority interest gives a notice in accordance with subsection (2) to the secured party holding the purchase money security interest;\n (ii) the notice is given at least 15 business days before the earlier of the day on which the registration time for the account occurs and the day the priority interest attaches to the account.\n\n (3) If a person has a purchase money security interest in an account as proceeds of inventory that is subordinate to a non‑purchase money security interest under subsection (1):\n (a) the person is taken to have a purchase money security interest in both the proceeds of the inventory and in the new value mentioned in subsection (1); and\n (b) the purchase money security interest in the new value is taken to be perfected by the registration that perfected the purchase money security interest in the proceeds; and\n (c) the new value is taken to be an account for the purposes of this Act (except for the purposes of this section or paragraph 12(3)(a) (account transferee’s interest taken to be security interest)).\n (4) However, if the new value mentioned in paragraph (3)(c) would be an account for the purposes of this Act in the absence of that paragraph, the paragraph does not prevent the new value from being an account for the purposes of this section or paragraph 12(3)(a).\n\n For the purposes of this Division, if goods are shipped by common carrier to a grantor, or to a person designated by the grantor, the grantor does not obtain possession of the goods until the grantor, or a third party at the request of the grantor, obtains actual possession of the goods or a document of title to the goods, whichever is earlier.\n\n (1) This Division sets out the priority between 2 security interests (a transferor‑granted interest and a transferee‑granted interest) if:\n (b) immediately before the transfer, a security interest (the transferor‑granted interest) is attached to the collateral; and\n (c) the transferee grants (whether before or after the transfer) a security interest (the transferee‑granted interest) in the transferred collateral; and\n\n> Note 1: If either or both of the interests are currently perfected by control under paragraph 21(2)(c), section 57 applies.\n\n> Note 2: If the priority between a transferor‑granted interest and a transferee‑granted interest is not covered by this section, then section 55 applies.\n\n (2) This Division does not prevent a secured party from perfecting a security interest in any way in order to have priority over another security interest.\n\n (1) The transferor‑granted interest in the transferred collateral has priority (except as mentioned in subsection (2)) if:\n\nNote: See subsection 34(3) for one situation in which a security interest may become unperfected following a transfer of collateral.\n\n (e) a notice is given (whether before or after the interest is re‑perfected as mentioned in paragraph (d)) to all other secured parties who have a registration that describes the transferred collateral; and\n (b) the transferee‑granted interest is perfected immediately before the transferor‑granted security is re‑perfected as mentioned in paragraph (1)(d); and\n (c) the transferee acquires the collateral without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the transferor‑granted interest; and\n (d) the transferee‑granted interest secures performance of an advance made, or an obligation incurred, by the transferee’s secured party before:\n (4) For the purposes of this section, the transferred collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n### Division 5—Priority of creditors, and purchasers of negotiable instruments, chattel paper and negotiable documents of title\n\n (1) The interest of a creditor who receives payment of a debt owing by a debtor through a payment covered by subsection (3) has priority over a security interest (whether perfected or unperfected) in:\n\n> Note: Example: A bank account from which the funds were paid is an example of an intangible that was the source of the payment.\n\n (2) Subsection (1) does not apply if, at the time of the payment, the creditor had actual knowledge that the payment was made in breach of the security agreement that provides for the security interest.\n (b) a debit, transfer order, authorisation, or similar written payment mechanism executed by the debtor when the payment was made; or\n\n (2) The interest of the person in the negotiable instrument has priority over a perfected security interest in the negotiable instrument if:\n (i) in the case of a person who acquired the interest in the ordinary course of the person’s business of acquiring interests of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (2) The interest of the person in the chattel paper has priority over the following security interests in the chattel paper:\n (a) if the person took possession of the chattel paper without actual or constructive knowledge of a perfected security interest in the chattel paper—the perfected security interest;\n\n The interest of a holder of a negotiable document of title has priority over a perfected security interest in the document of title if:\n (i) in the case of a holder who acquired the document of title in the ordinary course of the holder’s business of acquiring documents of title of that kind—acquired the interest without actual or constructive knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest; or\n\n (i) under a law of the Commonwealth, a State or a Territory, unless the person who owns the collateral in which the priority interest is granted agrees to the interest; or\n (d) no law of the Commonwealth, a State or a Territory provides for the priority between the priority interest and the security interest; and\n\nExample: A law of the Commonwealth, a State or a Territory to which subsection (2) applies is a law that provides for the priority between the priority interest and the security interest.\n\n (e) the person who holds the priority interest acquired the interest without actual knowledge that the acquisition constitutes a breach of the security agreement that provides for the security interest.\n\n (2) The priority between an interest in collateral (the statutory interest) that arises, by being created, arising or being provided for, under a law of the Commonwealth, a State or a Territory (the relevant jurisdiction) and a security interest in the same collateral is to be determined in accordance with that law if, and only if:\n\n (4) The Minister may make a legislative instrument containing a declaration, or determining priority, or both, for the purposes of subsection (3).\n (6) An interest (the priority interest) in collateral has priority over a security interest in the collateral if the priority interest is an interest of a kind mentioned in subparagraph 8(1)(f)(ii) (certain rights to payment in respect of land).\n (7) The priority between an interest in collateral (the general law interest) that arises by operation of the general law and a security interest in the same collateral is to be determined in accordance with an instrument made under subsection (8) if, and only if:\n (a) no law of the Commonwealth (other than this Act and that instrument) provides for the priority between the general law interest and the security interest; and\n\n> Note: This section does not apply to priorities in relation to interests that arise before the registration commencement time (within the meaning of section 306). Priorities in relation to such interests are unaffected by this Act (see section 312).\n\n (1) The interest of an execution creditor in collateral has priority over any security interest in the same collateral that is not perfected at the time covered by subsection (4) (even if such a security interest is later perfected).\n (a) if the collateral is seized by the execution creditor or by another person on behalf of the execution creditor—the time of seizure;\n\n To avoid doubt, a perfected security interest, held by an ADI, in an ADI account with the ADI has priority over any other perfected security interest in the ADI account.\n\n> Note 1: A security interest that is held by an ADI in an ADI account is perfected by control (see paragraph 21(2)(c) and section 25).\n\n> Note 2: This provision does not affect any right of set‑off the grantor might have in relation to the account (see paragraph 8(1)(d)).\n\n (1) A perfected security interest in goods that has reattached to the property under subsection 37(1) has priority over a security interest in the goods that is granted by the operation of subsection 38(1) to a transferee of an account.\n\n> Note: Section 37 deals with security interests that reattach when goods are returned. Section 38 provides for a security interest in an account or chattel paper to arise automatically when goods are returned.\n\n (2) A security interest in goods that is granted by the operation of subsection 38(2) to a transferee of chattel paper has priority over the following perfected security interests:\n (a) a perfected security interest in the goods that is granted by the operation of subsection 38(2) to a transferee of an account;\n (b) if the transferee takes possession of the chattel paper in the ordinary course of business of acquiring chattel paper of that kind and for new value:\n (ii) a perfected security interest in the goods as after‑acquired property that attaches when the goods come into the possession of the grantor or transferee in the circumstances mentioned in paragraph 37(1)(d).\n (3) A security interest (the priority interest) in goods that is granted by a person who acquires an interest in the property has priority over a security interest in the goods that reattaches under section 37, or is granted by the operation of section 38, if:\n (b) immediately before the repossession time (referred to in paragraph 37(1)(d) or 38(1)(d)), the priority interest is perfected.\n\n (1) This section applies to a security interest (the priority interest) in an account, financial property or an intermediated security if the law of the jurisdiction that governs the perfection, and the effect of perfection or non‑perfection, of the priority interest does not provide for the public registration or recording of the priority interest, or a notice relating to the priority interest.\n\n (2) A priority interest in an account has priority, in proceedings in an Australian court, over another interest in the account (whether or not the other interest is a security interest) if the priority interest is perfected by registration under this Act before the other interest attaches to the account.\n (3) A priority interest in personal property that is financial property or an intermediated security has priority, in proceedings in an Australian court, over another interest in the personal property (whether or not the other interest is a security interest) if:\n (a) the priority interest is perfected by registration under this Act before the other interest attaches to the personal property; and\n\n (4) Subsections (2) and (3) apply in proceedings in an Australian court even if the law of another jurisdiction applies in the proceedings in relation to a security interest in an account or financial property under subsection 239(2) or 240(4) or (5).\n\nCollateral may be transferred despite a contrary provision in a security agreement (or a provision declaring the transfer to be a default), if the grantor and transferee consent, or by the operation of law.\n\nThe rights of a transferee of an account or chattel paper are subject to the contract between the account debtor and the transferor, and certain general law claims the account debtor may have against the transferor.\n\nA modification of the contract (or a substituted contract) between the account debtor and the transferor is effective against the transferee except in certain situations (dishonesty, commercial unreasonableness or adverse effects on the transferee’s rights or the transferor’s ability to perform the contract).\n\nA term in a contract between an account debtor and a transferor that imposes certain restrictions on the transfer of an account or chattel paper binds the transferor to the extent of making the transferor liable in damages for breach of contract, but is unenforceable against third parties.\n\n (1) If collateral would be able to be transferred (including by sale, by creating a security interest or under proceedings to enforce a judgment) but for a provision in a security agreement prohibiting the transfer or declaring the transfer to be a default, the collateral may be transferred, despite the provision:\n\n (2) A transfer mentioned in subsection (1) does not prejudice the rights of the secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as an act of default.\n\n (a) the terms of the contract between the account debtor and the transferor, and any equity, defence, remedy or claim arising in relation to the contract (including a defence by way of a right of set‑off); and\n (b) any other equity, defence, remedy or claim of the account debtor against the transferor (including a defence by way of a right of set‑off) that accrues before the first time when payment by an account debtor to the transferor no longer discharges the obligation of the account debtor under subsection (8) to the extent of the payment.\n (2) Subsection (1) does not apply if the account debtor makes an enforceable agreement not to assert defences to claims arising out of the contract.\n (3) Unless the account debtor has otherwise agreed, a modification of, or substitution for, the contract between the account debtor and the transferor is effective against the transferee (including a secured party or a receiver) if:\n\n (a) to the extent that a transferred right to payment arising out of the contract has not been fully earned by performance; and\n (5) If a contract has been modified or substituted in the manner described in subsection (3), the transferee obtains rights that correspond to the rights of the transferor under the contract as modified or substituted.\n (6) Nothing in subsections (3) to (5) affects the validity of a term in a transfer agreement that provides that a modification or substitution mentioned in subsection (3) is a breach of contract by the transferor.\n (7) If an account or chattel paper is transferred, the account debtor may continue to make payments under the contract to the transferor:\n (8) Payment by an account debtor to a transferee in accordance with a notice under paragraph (7)(a) (including in the circumstances described in paragraph (7)(b)) discharges the obligation of the account debtor to the extent of the payment.\n\n (ii) the whole of an account that arises from granting a right (other than a right granted under a construction contract), or providing services (other than financial services), in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n (a) is binding on the transferor, but only to the extent of making the transferor liable in damages for breach of contract; and\n\nPart 3.2 contains some specific rules relating to agricultural interests (such as security interests in crops and livestock).\n\n(b) the capacity for a security interest to attach to crops while they are growing, and to the products of livestock, before the crops or products become proceeds (for example, the wool on a sheep’s back before it is shorn); and\n\n(c) the priority to be given to security interests in crops (and proceeds) granted to enable the crops to be produced, and security interests in livestock (and proceeds) granted to enable the livestock to be fed and developed.\n\nOther provisions of this Act that deal with agricultural interests are subsections 31(4), (5) and (6) (meaning of proceeds of crops and livestock) and Division 6 of Part 4.3 (enforcement of security interests in crops and livestock).\n\n (1) A security interest in crops does not prejudicially affect the rights of a lessor or mortgagee of land on which the crops are growing if:\n (2) Subject to subsection (1), a perfected security interest in crops is not prejudicially affected by a subsequent sale, lease or mortgage of, or other encumbrance on, the land on which the crops are growing.\n\n (2) To avoid doubt, a security interest may attach to the products of livestock before they become proceeds (for example, the wool on a sheep’s back before the sheep is shorn).\n\n A perfected security interest (the priority interest) that is granted by a grantor in crops or the proceeds of crops has priority over any other security interest that is granted by the same grantor in the same crops or proceeds if:\n (ii) the crops are planted during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\n A perfected security interest (the priority interest) that is granted by a grantor in livestock or the proceeds of livestock has priority over any other security interest (other than a purchase money security interest) that is granted by the same grantor in the same livestock or proceeds if:\n (i) the livestock are held by the grantor at the time the security agreement providing for the priority interest is made; or\n (ii) the livestock are acquired by the grantor during the period of 6 months after the day the security agreement providing for the priority interest is made.\n\nThe Part sets out the priority between an interest (whether or not a security interest) in an accession and the goods to which the accession is affixed.\n\nA security interest arising in an accession before it is affixed to goods has priority over a security interest in the goods as a whole. However, there are exceptions relating to interests in the whole created after the accession is affixed and before the security interest in the accession is perfected.\n\nA security interest arising in an accession after it is affixed will ordinarily be subordinate to an existing interest in the other goods (unless, for example, the holder of the existing interest agrees otherwise) and to a later interest in the other goods that arises before the interest in the accession is perfected.\n\n> Note: However, a person might take an interest in the accession free of the security interest because of another provision of this Act.\n\n Except as otherwise provided in this Act, a security interest in goods that is attached at the time when the goods become an accession has priority over a claim to the goods as an accession made by a person with an interest in the whole.\n\n The interest of any of the following persons has priority over a security interest in goods that is attached at the time when the goods become an accession:\n (a) a person who acquires for value an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected;\n (b) an assignee for value of a person with an interest in the whole at the time when the goods become an accession, but before the security interest in the accession is perfected;\n (c) a person with a perfected security interest in the whole who makes an advance under the security agreement relating to the security interest after the goods become an accession, but before the security interest in the accession is perfected, and only to the extent of the advance;\n (d) a person with a perfected security interest in the whole who acquires the right to retain the whole in satisfaction of the obligation secured after the goods become an accession, but before the security interest in the accession is perfected.\n\n (b) a person who acquires an interest in the whole after the goods become an accession, but before the security interest in the accession is perfected.\n\n A secured party who is entitled to remove an accession under section 123 (seizure of collateral) must remove the accession from the whole in a manner that causes no greater damage to the other goods, or that puts the person in possession of the whole to no greater inconvenience, than is necessarily incidental to the removal of the accession.\n\n (1) A person, other than the grantor, who has an interest in the other goods at the time the goods become an accession is entitled to reimbursement for any damage to that person’s interest in the other goods caused by the removal of the accession.\n (2) Any reimbursement payable under subsection (1) does not include reimbursement for a reduction in the value of the property caused by the absence of the accession or by the necessity of the replacement of the accession.\n\n A person entitled to reimbursement under section 93 may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.\n\n (1) A secured party who is entitled to remove an accession from the whole must give notice of the secured party’s intention to remove the accession to each of the following persons in accordance with subsections (2) and (3):\n (b) if the person has given a written notice to the secured party specifying a smaller number of days to apply for the purposes of this section—at least that number of days before the accession is removed.\n (c) a statement of the obligation owed to the secured party, and the value of the accession if the accession were removed from the other goods;\n (d) a statement of intention to remove the accession, unless the obligation secured by the security interest in the accession is discharged, or the value of the accession is paid, before the end of the period to which subsection (2) applies.\n (5) The secured party is not required to give a notice to a person under subsection (1) if, after the debtor defaults, the person gives written consent to the secured party to remove the accession without receiving a notice.\n (a) the secured party believes on reasonable grounds that the accession will decline substantially in value if it is not disposed of immediately after default; or\n (b) the cost of expenses for the retention of the accession that are secured against the accession is disproportionately large in relation to its value.\n\n> Note: In addition, a secured party is not required to give a notice in any of the circumstances set out in section 144 (when certain enforcement notices are not required).\n\n (7) A person is not entitled to a notice under subsection (1) in relation to an accession to goods only because the person has an interest in another accession to the same goods.\n\n A person, other than the grantor, who has an interest in the whole of goods that under this Act is subordinate to a security interest in an accession, may retain the accession if:\n (a) the obligation to the secured party with a security interest that has priority over all other security interests in the accession is performed; or\n (b) the secured party mentioned in paragraph (a) is paid the value of the accession at the time of payment, if the accession were to be removed from the goods.\n\n A court may, on the application of a person entitled to receive a notice under section 95 (notice of removal of an accession), make an order:\n\nA security interest in the original goods continues in the product or mass. The Part sets out perfection and priority rules that apply in this situation.\n\n (1) A security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.\n\n> Note: A person might take an interest in the product or mass free of the security interest because of the operation of another provision of this Act.\n\n (2) Without limiting subsection (1), the identity of goods that are manufactured, processed, assembled or commingled is lost in a product or mass if it is not commercially practical to restore the goods to their original state.\n\n For the purposes of section 55 (default priority rules), perfection of a security interest in goods that subsequently become part of a product or mass is to be treated as perfection of the security interest in the product or the mass.\n\n Any priority that a security interest continuing in the product or mass has over another security interest in the product or mass is limited to the value of the goods on the day on which they became part of the product or mass.\n\n (1) A perfected security interest continuing in a product or mass has priority over an unperfected security interest continuing in the same product or mass.\n (2) If more than one perfected security interest continues in the same product or mass, each perfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the perfected security interest bears to the sum of the obligations secured by all perfected security interests in the same product or mass.\n (3) If more than one unperfected security interest continues in the same product or mass, each unperfected security interest is entitled to share in the product or mass according to the ratio that the obligation secured by the unperfected security interest bears to the sum of the obligations secured by all unperfected security interests in the same product or mass.\n (4) For the purposes of this section, the obligation secured by a security interest does not exceed the value of the goods on the day on which the goods became part of the product or mass.\n\n Despite section 102, a perfected purchase money security interest in goods that continues in the product or mass has priority over:\n\nThis Part includes some rules with a particular application to security interests in intellectual property and intellectual property licences.\n\nIf the exercise of rights by a secured party in relation to goods necessarily involves the exercise of intellectual property rights covered by the security interest, this Act applies to the intellectual property rights in the same way as it applies to the goods.\n\nThe Part also deals with a transfer of intellectual property that is the subject of a licence (or sub‑licence) in which a security interest is granted. The security agreement binds the successors in title to the licensor or sub‑licensor.\n\n (1) This Act applies to intellectual property rights (including rights exercisable under an intellectual property licence), in relation to goods, in the same way as it applies to the goods, if:\n (a) the exercise by a secured party of rights in relation to the goods arising under a security agreement necessarily involves an exercise of the intellectual property rights; and\n (b) the payment or obligation secured by the security interest is (in addition) secured by a security interest that is attached to the intellectual property rights.\n (2) For the purposes of this Act, if a registration perfects the security interest in goods mentioned in subsection (1), the following descriptions are taken to include a description of the intellectual property rights concerned, or of an intellectual property licence required to exercise those rights:\n\n the security agreement that provides for the security interest binds every successor in title to the licensor of the intellectual property licence to the same extent as the security agreement was binding on the licensor.\n the security agreement that provides for the security interest binds every successor in title to the licensor of the sub‑licence to the same extent as the security agreement was binding on the licensor.\n\nThis Chapter deals with how to enforce a security interest in personal property. Parties can contract out of some of the provisions of this Chapter.\n\nSecurity interests in liquid assets can be enforced by giving a notice to the person who owes an amount to the grantor. Other kinds of assets can be seized and disposed of under Part 4.3. A secured party can also retain or purchase the collateral.\n\nProceeds arising from the disposal of collateral must be distributed in accordance with Part 4.4. That Part also contains other rules of general application in relation to the enforcement of security interests.\n\nThis Part provides general rules about the rights and remedies available to a party to a security agreement for enforcing a security interest in personal property. The Part does not apply to certain kinds of security interests.\n\n(c) if the same obligation is secured by both personal property and an interest in land, a secured party may decide to enforce the personal property interest in the same way as the interest in the land would be enforced, or to enforce the security interest under this Chapter;\n\n(d) rules for the enforcement of security interests in certain liquid assets (accounts, chattel paper and negotiable instruments) by giving notice to specified persons or seizing proceeds;\n\n (3) This Chapter (apart from sections 110, 111, 113 and 140) does not apply in relation to a person who has perfected a security interest in:\n (4) To avoid doubt, subsection (3) applies whether the person has perfected the security interest only by possession or control, or by another method as well.\n (5) The following provisions do not apply in relation to collateral that is used by a grantor predominantly for personal, domestic or household purposes:\n\n This Act does not derogate in any way from the rights and remedies the following parties to a security agreement have, apart from this Act, against each other in relation to a default by the debtor under the security agreement:\n\n (2) A person does not act dishonestly merely because the person acts with actual knowledge of the interest of some other person.\n\n (1) In exercising rights and remedies provided by this Chapter, a secured party may deal with collateral only to the same extent as the grantor would be entitled to so deal with the collateral.\n (a) if the secured party had title to the collateral immediately before starting to exercise any right or remedy provided by this Part; or\n (b) to the extent that it would otherwise prevent the secured party from dealing with the collateral by way of transfer because a transfer by the grantor would be prohibited or declared to be a default under a security agreement.\n\n (3) Without limiting subsection (1), under this Chapter a secured party may only seize, purchase or dispose of a licence subject to:\n\n The fact that a secured party has recovered judgment, or issued execution, against a grantor in relation to collateral does not extinguish the security interest in the collateral.\n\n (1) The parties to a security agreement that provides for a security interest in collateral that is not used predominantly for personal, domestic or household purposes may contract out of the following provisions in relation to the collateral (to the extent, if any, mentioned):\n (a) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;\n (d) section 118 (enforcing security interests in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;\n (pa) Division 6 of Part 4.3 (seizure and disposal or retention of crops and livestock), or any particular provision of that Division;\n (2) However, if parties to a security agreement contract out of a provision, the provision continues to the extent that it gives rights to, and imposes obligations in relation to, persons who are not parties to the security agreement.\n\n> Note: Example: Parties to a security agreement contract out of the right to seize property under section 123\\. A secured party who is not a party to the security agreement may seize the property under section 123.\n\n (3) Despite subsection (2), if parties to a security agreement contract out of section 142 (redemption of collateral), the provision does not give any person (whether or not the person is a party to the agreement) a right to redeem collateral under section 142.\n (5) A person (including a secured party, but not including the grantor) who is entitled to receive a notice from a secured party under one or more provisions in this Chapter may contract with the secured party out of one or more of those provisions.\n (6) 2 secured parties may contract out of the right of one of the secured parties to receive an amount under subsection 127(6) (payment of enforcing party’s expenses) from the other secured party.\n (7) Subject to subsections (2), (3), (5) and (6), the parties to a security agreement may contract out of the application under subsection 116(2) of any provision of Part 4.3 (seizure and disposal or retention of collateral) in relation to property.\n\n> Note: Subsection 116(2) provides for the application of this Chapter while a person is a controller of the property other than a receiver, or a receiver and manager, of the property within the meaning of the Corporations Act 2001.\n\n (1) This Chapter does not apply in relation to property while a person is a controller of the property in either of the following capacities:\n\n> Note: See Part 5.2 of the Corporations Act 2001 for the powers, functions and duties of receivers, and other controllers, of the property of corporations.\n\n (2) This Chapter (except section 131) applies in relation to property while a person is a controller of the property in a capacity other than those mentioned in subsection (1) of this section.\n\n> Note 1: Section 131 requires a secured party disposing of collateral to obtain market value for the collateral. Section 420A of the Corporations Act 2001 similarly requires a controller exercising a power of sale to obtain market value for the property sold.\n\n> Note 2: Subsection 115(7) enables the parties to a security agreement to contract out of the application of Part 4.3 under subsection (2) of this section.\n\n (3) Despite subsection (1), if a grantor of a security interest in property is an individual, this Chapter applies in relation to the security interest while a person is a receiver, or a receiver and manager, of the property.\n (4) In this section, each of the following terms, in relation to property of a corporation, has the same meaning as in the Corporations Act 2001:\n\n (ii) every other secured party with a security interest in the personal property that has a higher priority has agreed in writing to the secured party’s making a decision under this section.\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note 2: Also, this section does not apply in relation to a security interest in collateral to which consumer credit legislation applies (see section 119).\n\n (b) make a decision to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law.\n (3) In making a decision under subsection (2), the secured party must act reasonably and only take into account the following matters:\n (b) whether there is any connection between, and the nature of any connection between, the personal property and the land;\n (d) such other matters as are relevant to the efficient enforcement of the security interest and the interest in the land.\n (4) Enforcing the security interest in the personal property under this Chapter, in accordance with a decision under paragraph (2)(a), does not limit the secured party’s rights, remedies and duties with respect to the land.\n\n> land law, in relation to an obligation mentioned in paragraph (1)(a), means those provisions of a law of a State or Territory, or of the general law, that relate to the enforcement of the interest in land that secures the obligation.\n\n (a) a secured party makes a decision (under paragraph 117(2)(b)) to enforce the security interest in the personal property in the same way as the interest in the land may be enforced under the land law; and\n (b) unless section 144 applies, the secured party gives a notice in accordance with subsection (2) to the following persons:\n (ii) a secured party with a security interest in the personal property that is perfected immediately before the decision under paragraph 117(2)(b) is made;\n (iii) any person who, by the time the secured party gives the notice, has notified the secured party in writing that the person claims an interest in the personal property.\n (3) The secured party may enforce the security interest in the same way, with any necessary modification, as the interest in the land may be enforced under the land law.\n (4) Subject to this section, and with any necessary modification, law in the same terms as that of the land law applies under this Act for the purposes of the enforcement of the security interest.\n\n> Note: Example: The secured party has the same rights, remedies and duties in relation to the enforcement of the security interest in the personal property as the secured party has in relation to the enforcement of the interest in the land.\n\n> Note: The effect of this subsection is not to adopt the land law as such, but to apply law to the same effect as the land law (with any necessary modification, and subject to this section).\n\n (5) The regulations may modify the law that applies by virtue of subsection (4) in order to facilitate its application to the enforcement of security interests in the personal property.\n\n (6) Section 140 (distribution of proceeds), section 117 and this section apply to the enforcement of the security interest in the personal property. Otherwise, this Chapter does not apply to the enforcement of the security interest in the personal property.\n (a) the decision of the secured party (the first secured party) under paragraph 117(2)(b) does not limit the rights of any other secured party (the other secured party) who has a security interest in the personal property (whether granted before or after the first secured party’s security interest); and\n (b) the other secured party has standing in proceedings taken by (or on behalf of) the first secured party in enforcing the first secured party’s security interest under this section; and\n (c) the other secured party may apply to a court for the conduct of a judicially supervised sale for the purposes of enforcing the first secured party’s security interest under this section; and\n\n (8) The Minister may make an agreement with the appropriate Minister of a State or Territory in relation to the exercise or performance of a power, duty or function (not being a power, duty or function involving the exercise of judicial power) by an authority of the State or Territory for the purposes of the law that applies by virtue of subsection (4).\n (10) The Minister may make an agreement with the appropriate Minister of a State or Territory for the variation or revocation of an agreement made under this section in relation to the State.\n\n (1) This Chapter, except sections 117 and 118, applies in relation to a security interest in collateral to which the National Credit Code applies.\n (2) The regulations may provide that a specified provision of this Chapter is taken to have been complied with in specified circumstances if a specified provision of the National Credit Code has been complied with in those circumstances.\n\n (a) an obligation (the secured obligation) is secured by a security interest in collateral in the form of one of the following:\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n> Note: A secured party might be prevented from taking action under this subsection by a higher priority party (see subsection 121(3)).\n\n (3) A person who receives a notice under paragraph (2)(a) must pay, to the secured party, any amount that the person owes to the grantor on the collateral before the end of 5 business days after the later of:\n\n (4) The secured party must apply any amount received under paragraph (2)(b) or subsection (3) towards the secured obligation.\n (5) If any amount is received under paragraph (2)(b) or subsection (3) in the form of currency, then the amount must be distributed in accordance with section 140.\n\n (1) Unless section 144 applies, a secured party (the enforcing party) who proposes to take action under subsection 120(2) in relation to a security interest in collateral must give a written notice to any other secured party (a higher priority party) with a security interest in the collateral that has a higher priority.\n (ii) if a higher priority party has given a written notice to the enforcing party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\n (3) A higher priority party who is given a notice under subsection (1) may, before any action is taken under subsection 120(2), give a written notice to the enforcing party informing the enforcing party of the higher priority party’s proposal to take action under that subsection. If the higher priority party gives such a notice, the enforcing party is not entitled to take action under that subsection.\n (4) A secured party must give a written notice to the grantor of any action the secured party takes in accordance with subsection 120(2).\n (b) if the grantor has given a written notice to the secured party specifying a shorter period to apply for the purposes of this subsection—before the end of that period.\n\nThis Part deals with the seizure and disposal or retention of collateral following default by a debtor under a security agreement.\n\nIf a secured party proposes to dispose of, or retain, collateral, the party must give notice to the grantor and any other secured party with a security interest in the collateral that has a higher priority. A notice of disposal may be given in the approved form, while a notice of retention must be given in the approved form.\n\nA person may object if a secured party proposes to enforce a security interest by purchasing or retaining the collateral (see Division 5).\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) A secured party may seize collateral, by any method permitted by law, if the debtor is in default under the security agreement.\n\n (2) For the purposes of this Act, unless subsection (3) applies, a secured party may seize intangible property only by giving a notice, stating that the giving of the notice constitutes seizure of the property, to the following persons:\n (b) if the intangible property is a licence—the parties to the security agreement together with the licensor or the licensor’s successor.\n (4) A secured party who seizes collateral under this section does not perfect the secured party’s security interest in the collateral.\n\n (3) To avoid doubt, this section applies whether the secured party has perfected the security interest only by possession or control, or by another method as well.\n\n (2) Before disposing of or taking action to retain the collateral, the secured party is, subject to the security agreement that covers the collateral, entitled to a reasonable period in which:\n (3) The secured party may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the reasonable period mentioned in subsection (2). However, the delay must:\n (a) if the security agreement providing for the security interest allows for the delay—be in accordance with the security agreement; or\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (2) A secured party who takes apparent possession of collateral may dispose of the collateral under section 128 on the grantor’s premises. However, the secured party must not cause the grantor any greater cost or inconvenience than is necessarily incidental to the disposal.\n (3) To avoid doubt, a secured party who takes apparent possession of collateral in accordance with this section does not perfect the secured party’s security interest in the collateral.\n\n (1) This section applies if, at any time while collateral is seized by a secured party (the enforcing party) (whether under section 123 or otherwise) for the purposes of enforcement, another secured party (the higher priority party) has a security interest in the collateral that has a higher priority under this Act.\n (2) The higher priority party may give a written notice to the enforcing party, requiring the enforcing party to give the higher priority party possession of the seized collateral.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, and the person does not give a notice under this section, the person retains a security interest in the collateral.\n\n (3) However, the higher priority party must not give a notice to the enforcing party under subsection (2) unless the higher priority party would be entitled to seize the collateral (in the higher priority party’s own right) in accordance with section 123, had the enforcing party not first seized the collateral.\n (4) An enforcing party who is given a notice under subsection (2) must comply with the notice before the end of the following period:\n\n (5) A higher priority party who is given possession of collateral under this section is taken to have complied with the requirements of subsection 123(2) (notice of seizure) in relation to the seizure of the collateral.\n (6) A higher priority party who is given possession of collateral under this section must, subject to subsections (7) and (8), pay the enforcing party the amount of any reasonable expenses paid or incurred by the enforcing party, in relation to the enforcement of the security interest in the collateral.\n\n (7) A higher priority party must pay an amount of expenses under subsection (6) only to the extent that, before the higher priority party disposes of the collateral and any proceeds of the collateral sufficient to meet the expenses, the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n (9) A higher priority party must pay an amount of expenses under subsection (6) before the end of 20 business days after the later of the following days:\n (b) the day the enforcing party gives the higher priority party evidence showing that the enforcing party incurred the amount.\n\n (11) The enforcing party may apply to a court to recover the amount of the debt, and the court may grant the application.\n\n (1) A secured party may dispose of collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 2: The person who takes the collateral as a result of the disposal does so free of certain security interests (see section 133).\n\n> Note 2: Paragraph (2)(b) does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (3) For the purposes of this Act, if collateral is disposed of by lease or licence, the disposal occurs at the time the lease or licence is entered into.\n (4) The power to dispose of collateral by a lease or licence must be exercised in accordance with the terms and conditions of the security agreement.\n\n> Note: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (a) the secured party gives a notice under section 130 stating that the secured party proposes to purchase the collateral; and\n\n (1) Unless subsection (5) of this section or section 144 applies, a secured party who proposes to dispose of collateral on default by the debtor (whether or not under section 128) must give a notice, in accordance with this section, to:\n (c) state that the secured party proposes to dispose of the collateral, unless an obligation is performed, or an amount is paid, to satisfy the obligation secured by the security interest in the collateral, on or before the day specified in accordance with subsection (3); and\n\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n (a) the secured party believes on reasonable grounds that the secured party was induced to enter into the relevant security agreement by fraud on the part of the debtor or the grantor; or\n (b) the secured party believes on reasonable grounds that the collateral might perish before the end of 10 business days after the day the collateral is seized; or\n (c) the secured party believes on reasonable grounds that there will be a material decline in the value of the collateral if it is not disposed of immediately after the day the collateral is seized; or\n (d) the secured party believes on reasonable grounds that the expense of preserving the collateral is disproportionately large in relation to its value; or\n\n A secured party who disposes of collateral under section 128 (other than by purchasing the collateral) owes a duty, to any other person with a security interest in the collateral, and to the grantor, immediately before the disposal, to exercise all reasonable care:\n (b) otherwise—to obtain the best price that is reasonably obtainable at the time of disposal, having regard to the circumstances existing at that time.\n\n (1) Unless section 144 applies, a secured party must, on request by any other person with a security interest in the collateral, or the grantor, give the person (or grantor) a written statement of account, if the first‑mentioned secured party disposes of collateral under section 128 (including by purchasing the collateral in accordance with section 129).\n\n (a) in the case of a disposal by a lease or licence—the total amount received, and expected to be received, during the period:\n (b) in any other case—the total amount received from the disposal of the collateral (or in the case of disposal by purchase, paid by the secured party) during the period:\n (4) A secured party who has not disposed of collateral before the end of 6 months after the day the collateral is seized must, in accordance with subsections (5) and (6), give a written statement of account for each period of 6 months after seizing the collateral, until the collateral is disposed of.\n (5) The statement of account for a 6 month period must be given to any other person with a security interest in the collateral, or the grantor, if the other person (or the grantor) requests the statement for that period.\n\n (1) If collateral has been disposed of under section 128 (including by a secured party purchasing the collateral), a person takes the collateral as a result of the disposal free of all of the following interests in the collateral:\n (c) all security interests in the collateral that have a lower priority than the security interest of that secured party.\n\n> Note: If a person has a perfected security interest in the collateral that ranks higher than that of the secured party, the person retains a security interest in the collateral.\n\n (2) Subsection (1) applies in relation to a disposal of collateral (other than a disposal by a secured party purchasing the collateral) even if the requirements of this Chapter have not been complied with.\n\n (1) A secured party may retain collateral if the secured party has seized the collateral in the exercise of a right to seize the collateral on default by the debtor (whether under section 123 or otherwise).\n\n> Note 1: This section does not apply in relation to collateral that is used predominantly for personal, domestic or household purposes (see subsection 109(5)).\n\n (1) A secured party (the retaining party) who proposes to retain collateral under section 134 must (unless section 144 applies) give a notice of the proposal, in accordance with this section, to:\n (b) if the security interest of the retaining party is not a purchase money security interest—a secured party who, at the time the retaining party gives the notice, has a registration that describes the collateral; and\n (c) if the security interest of the retaining party is a purchase money security interest—a secured party over whom (or which) the retaining party has priority under section 62 or 63, but only if, at the time the retaining party gives the notice, the secured party has a registration that describes the collateral.\n (b) if the person has given a written notice to the secured party specifying a shorter period to apply for the purposes of this section—before the end of that period.\n\n (c) state that the secured party proposes to retain the collateral, unless an obligation is performed, or an amount is paid, as mentioned in paragraph (d), on or before a specified day (being a day that is at least 10 business days after the day the notice is given); and\n (d) state the obligation to be performed, or the amount of the payment required, before the day specified in accordance with paragraph (c), to satisfy the obligation secured by the security interest in the collateral; and\n\n then, at the end of the day specified in accordance with paragraph 135(3)(c), the secured party is entitled to take steps to have title to the collateral pass to the secured party.\n (2) At the time the title to the collateral passes to the secured party, the secured party takes the collateral free of all of the following interests in the collateral:\n Acquiring collateral that has been retained free of interests if notices have not been given in accordance with section 135\n (a) a secured party is required to give one or more notices in relation to the collateral in accordance with section 135; and\n (4) Subsection (3) applies in relation to a security interest referred to in paragraph (2)(c) whether or not a registration with respect to the security interest is effective.\n (5) If a secured party (the retaining secured party) takes collateral under this section free of the interests referred to in subsection (2):\n (a) the debt or other obligation secured by the security interest held by the retaining secured party is extinguished; but\n (b) paragraph (2)(c) does not have the effect that a debt or other obligation secured by another security interest in the collateral is extinguished, if the other security interest has a lower priority than the security interest of the retaining secured party.\n\n (2) Before the end of the day specified in accordance with subsection 130(3) or 135(3), the person may give the secured party a notice (the notice of objection) objecting to the purchase or retention.\n\n (3) The secured party must sell or lease the collateral in accordance with section 128 if the secured party is given a notice of objection in accordance with subsection (2).\n\n (1) A secured party who, in accordance with subsection 137(2), is given a notice of objection by a person (other than the grantor) may request the person to provide proof of that person’s interest.\n (2) The notice of objection is taken not to have been given by the person in accordance with subsection 137(2) if the person does not provide proof of the person’s interest before the end of 10 business days after the day the secured party’s request is made.\n\n (a) a river, lake, creek or pond, tidal waters or any other land that is submerged by water (whether permanently or intermittently or whether naturally or artificially); or\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is crops, or the proceeds of crops, the secured party may:\n (2) The secured party may dispose of, or retain, collateral that is crops, or the proceeds of crops, after they have been taken, cut, gathered or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the crops are, or were, growing.\n (4) However, the secured party may exercise the power to enter land or a water source under subsection (3) for a purpose mentioned in subsection (1) or (2) only to the same extent as the grantor would be entitled to enter the land or water source for the same purpose.\n\n (1) Without limiting section 123 (secured party may seize collateral), for the purposes of seizing collateral under that section that is livestock, or the proceeds of livestock, the secured party may:\n\nNote: A security interest may attach to a livestock product (for example, the wool of a sheep) as original collateral as mentioned in subsection 84A(2), or as proceeds.\n\n (2) The secured party may dispose of, or retain, collateral that is livestock, or the proceeds of livestock, after it has been taken, slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or retention of collateral and objections).\n (3) For the purposes of exercising a power under subsection (1) or (2), or performing any related function under Division 2, 3 or 4, the secured party may enter the land on which, or the water source in which, the livestock or proceeds is located.\n\nA person exercising or discharging rights, duties and obligations arising under this Part must act honestly and in a commercially reasonable manner (see section 111).\n\n (1) This section applies if any amount, personal property or proceeds (within the ordinary meaning of that term) of collateral is received by or on behalf of a secured party as a result of enforcing a security interest in collateral (whether or not under section 120 or 128).\n (1A) This section does not prevent the operation of another law of the Commonwealth, or a law of a State or Territory, to the extent that the law requires the amount, personal property or proceeds to be applied towards one or more obligations to persons that do not hold security interests (or any other interests) in the collateral before being applied towards any (or all) of the obligations mentioned in subsection (2).\n\n> Note: Example: This section does not prevent the operation of section 561 of the Corporations Act 2001, which gives priority to the satisfaction of certain unsecured obligations over the claims of a secured party holding a circulating security interest in a debtor’s property.\n\n (a) obligations to persons holding interests (other than security interests) in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n\nNote: The interests referred to in this paragraph might be interests to which this Act would otherwise not apply (see subsection 8(2)).\n\n (b) reasonable expenses incurred in relation to the enforcement of security interests against the collateral, to the extent that the expenses are secured by the security interests;\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by the security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (c) obligations to persons holding security interests in the collateral that have a higher priority (whether under this Act or otherwise) than the interest of the secured party;\n (e) obligations to persons holding interests or security interests in the collateral that have a lower priority (whether under this Act or otherwise) than the interest of the secured party;\n\n (3) An amount, personal property or proceeds must be applied against interests to which paragraph (2)(a), (c) or (e) applies in the order of their priority (whether under this Act or otherwise).\n (4) This section applies in relation to a security interest in collateral even if a person takes the collateral free of the security interest under section 133.\n (5) An amount paid, or personal property or proceeds applied, in accordance with subsection (2) discharges an obligation secured by an interest in the collateral to the extent of the amount paid or the value of the proceeds or property applied.\n (6) To avoid doubt, any amount paid by the higher priority party to an enforcing party in accordance with section 127 is, for the purposes of this section, an expense incurred by the higher priority party in relation to the enforcement of the security interest in the collateral.\n (7) A secured party is not liable to an action, suit or proceeding in relation to an application of proceeds in accordance with this section if:\n\n A secured party who is entitled to dispose of, or retain, collateral under section 128 or 134 may take any steps necessary to reflect the transfer of title resulting from the disposal or retention that the person whose title to the collateral is extinguished because of the disposal or retention could take to reflect a transfer of title to the collateral.\n\n (1) At any time before a secured party disposes of collateral under section 128, any other person with a security interest in the collateral, or the grantor, may redeem the collateral:\n (a) by paying the amounts required to discharge the obligations, or by performing the obligations, secured by security interests in the collateral; and\n (b) by paying the amount of any expenses in relation to the enforcement of the security interest, the payment of which is secured by the security interest.\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (2) However, a person must not redeem collateral under subsection (1) if the person agrees in writing after the default not to do so.\n\n (1) At any time before a secured party disposes of or retains collateral (whether or not under this Chapter), a person may reinstate the security agreement by:\n (i) amounts in arrears (disregarding amounts in arrears as a result of an acceleration clause in the security agreement);\n (ii) the amount of any expenses, in relation to the enforcement of the security interest, the payment of which is secured by the security interest; and\n\nNote: Reasonable expenses in relation to the enforcement of a security interest are taken to be secured by a security interest unless the parties agree otherwise (see subsection 18(5)).\n\n (b) remedying any other default as a result of which the secured party proposes to dispose of, or retain, the collateral.\n\n (b) for the grantor—after the debtor defaults, the grantor waives in writing the grantor’s right to receive the notice; or\n (c) for a person other than the grantor—the person (at any time) waives in writing the person’s right to receive the notice; or\n (d) in any case—on an ex parte application in relation to the person, a court is satisfied that a notice is not required for any other reason.\n\nThis Chapter provides for the establishment and maintenance of a register with respect to personal property securities and certain prescribed personal property.\n\nRegistrations consist of financing statements, and are amended by the registration of financing change statements. Part 5.3 deals with the registration of these statements, including the data to be included and the issue of verification statements confirming their registration.\n\nPart 5.4 contains rules about the timing of registrations and when a registration becomes ineffective, including the defects that make a registration ineffective.\n\nPart 5.5A is about conditions on access to data through the register. In addition, the Part enables the provision, through the register (as a portal), of non‑registered data about personal property from third parties.\n\nPart 5.8 provides for fees for registration and searching the register, the review of registration decisions and annual reports.\n\nThe Registrar of Personal Property Securities is required to establish and maintain the register, and ensure that it is kept operational. However, the Registrar can refuse access to the register, and suspend its operation, in certain circumstances.\n\n (6) If the Registrar refuses access to the register, or otherwise suspends the operation of the register in whole or in part, under subsection (5), the Registrar must publish a notice giving details of the refusal or other suspension of operation (including the period of refusal or suspension):\n\n (a) data in registered financing statements (as amended by any registered financing change statements) with respect to security interests;\n (b) data (if any) prescribed by regulations made for the purposes of this paragraph in relation to registrations, or possible registrations;\n (c) data in registered financing statements (as amended by any registered financing change statements) with respect to personal property, being personal property that is prescribed by regulations made for the purposes of this paragraph.\n\n> Note 1: If personal property is prescribed by regulations for the purposes of paragraph (c), this Act might not otherwise apply to interests in that property (see subsection 8(2)).\n\n> Note 2: Access to non‑registered data held by third parties may be provided to persons accessing the register (see Part 5.5A).\n\nA person may apply to the Registrar to register a financing statement, or a financing change statement, with respect to a security interest or certain personal property.\n\nA registration may perfect a security interest, which may give the secured party an advantage under this Act in enforcing the interest.\n\nA person must not make an application with respect to a security interest unless the person believes on reasonable grounds that the security interest is, or will be, held by a person stated in the application to be a secured party.\n\nThis Part also deals with verification statements, which verify the registration of financing statements and financing change statements.\n\nThe Registrar is responsible for giving verification statements to secured parties, who must give notice of the statements to grantors.\n\n (2) A person may apply to the Registrar to register a financing change statement to amend a registered financing statement.\n (3) The Registrar must register the financing statement or financing change statement in accordance with the application, but only if:\n\n> Note 1: Section 161 authorises the description of collateral by a registration before or after a security agreement is made covering the collateral, or a security interest has attached to the collateral.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing statement or a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) A person must not apply to register a financing statement, or a financing change statement, that describes collateral, unless the person believes on reasonable grounds that the person described in the statement as the secured party is, or will become, a secured party in relation to the collateral (otherwise than by virtue of the registration itself).\n\n> Note: Example 1: A person applies to register a financing statement that describes collateral as “all present and after‑acquired property” of the grantor described in the statement. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in a particular class of items of personal property held (or later acquired) by the grantor (see paragraph (b) of the definition of description in section 10).\n\n> Note: Example 2: A person applies to register a financing statement that describes collateral as “fruit”. It is sufficient to comply with this subsection if the applicant believes on reasonable grounds that the secured party described in the statement will take a security interest in apples (see paragraph (b) of the definition of description in section 10).\n\n (2) If a financing statement, or a financing change statement, that describes collateral has been registered on the application of a person, the person must, within the period covered by subsection (3), apply to register a financing change statement to amend the registration to end its effect with respect to the collateral, if:\n (a) the person described in the statement as the secured party has never, since the statement was registered, been a secured party in relation to the collateral (other than by virtue of the registration itself); and\n (b) there are no reasonable grounds (or there are no longer any reasonable grounds) for the belief mentioned in subsection (1).\n\n (a) if there never have been, since the statement was registered, reasonable grounds for the belief mentioned in subsection (1)—the day of the registration time, or the amendment time, for the financing statement or financing change statement; or\n (b) if there are no longer any reasonable grounds for that belief—the day when there stopped being reasonable grounds for the belief.\n\n (a) compliance with subsection (1) or (2) is taken to be an obligation imposed on a person who applies, or is required to apply, for the registration of a financing statement or a financing change statement; and\n (b) any person with an interest in personal property described in the financing statement or financing change statement is taken to be a person to whom that obligation is owed; and\n\n (6) However, if a person applies for a registration of a financing statement or a financing change statement in contravention of subsection (1), and the statement is registered accordingly, the contravention does not affect the validity or effectiveness of the registration.\n\n> Note 1: For when personal property is located in Australia, see section 235\\. For when bodies corporate, bodies politic or individuals are located in Australia, see section 235.\n\n (1) A financing statement with respect to a security interest (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to security interests

Item

Data about:

Details of data

1

The secured party

The details prescribed by the regulations, in relation to each secured party, of:

(a) the secured party; or

(b) a person nominated by the secured party who has authority to act on behalf of the secured party.

2

The grantor

Whichever of the following is applicable:

(a) if the collateral is consumer property, and is required by the regulations to be described by serial number—no grantor’s details;

(b) if the collateral is consumer property, and is not required by the regulations to be described by serial number—the grantor’s name and date of birth, as evidenced in accordance with the regulations, and no other details;

(c) in any other case—the grantor’s details as prescribed by the regulations.

3

Giving of notices

The following:

(a) an address (including an email address or fax number) for the giving of notices to the secured party (or secured parties) relating to the registration;

(b) details of any identifier provided for the giving of notices to the secured party (or secured parties).

Note: For identifiers, see section 289.

4

The collateral and proceeds

A collateral description in accordance with all of the following rules:

(a) the collateral must be described as one of the following:

(i) consumer property;

(ii) commercial property;

(b) the collateral may or must be described by serial number, if allowed or required by the regulations;

(c) the collateral must belong to a single class of collateral prescribed by the regulations;

(d) any description of proceeds must comply with the regulations.

Note: 2 or more types of collateral that belong to different classes prescribed by the regulations must be described in separate registrations. However, 2 or more registrations can be effected through a single application.

5

The end time for registration

For all the collateral described in the statement, the following data:

(a) for collateral other than consumer property or property described by a serial number:

(i) no stated end time; or

(ii) an end time for the registration no later than the time (the default time) that is the end of the day 25 years after the registration time; or

(iii) if the registration is amended to include or change (but not omit) an end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 25 years after the amendment time for that amendment;

(b) for consumer property, or property described by a serial number:

(i) an end time for the registration no later than the time (the default time) that is the end of the day 7 years after the registration time; or

(ii) if the registration is amended to change the end time—an amended end time for the registration no later than the time (the default time) that is the end of the day 7 years after the amendment time for that amendment.

6

Subordination

An indication of whether the security interest is (or is to be) subordinated to any other security interest. However, this indication need not be included.

7

Security interest

An indication of whether the security interest is, or is to be, a purchase money security interest (to any extent) if the security interest is in respect of a class of collateral prescribed by the regulations for the purposes of this item.

8

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (2) If a person applies to register a financing statement (or a financing change statement) that would otherwise result in the statement of an end time in a financing statement not complying with item 5 of the table in subsection (1), the financing statement is taken to provide for the relevant default time mentioned in that item as the stated end time.\n (3) A statement of end time does not comply with item 5 of the table in subsection (1) if it states an end time earlier than the registration time or amendment time in relation to the financing statement or financing change statement that provided for that end time.\n\n A financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c) (including such a financing statement as amended by the registration of a financing change statement) consists of data that complies with the following table:\n\n

Financing statements with respect to prescribed property

Item

Data about:

Details of data

1

The person who owns or has an interest in the property

Details of the person, as prescribed by the regulations.

2

The property

Details relating to the property in accordance with the following rules:

(a) the property must be of a single class, described in the registration;

(b) a statement must be included of the reason why the property is registered.

3

Any matter prescribed by the regulations

Details of the matter prescribed by the regulations, whether or not the matter also comes under any of the other items in this table.

\n```\n\n (a) verifying the registration of a financing statement or a financing change statement (each of which is a registration event) with respect to a security interest, other than a financing change statement registered under section 185 (removal of old data) or 186 (incorrectly removed data); and\n (b) including other data (if any), including third party data (see section 176C), approved by the Registrar for that form in relation to the registration event, a secured party, a grantor, or collateral.\n\n (1) The Registrar must ensure that a verification statement in relation to a registration event is given to the following persons:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (2) If a registration event involves the amendment of a registration to change an address (including an email address or a fax number) for the giving of notices to a secured party, the Registrar must ensure that the verification statement is given to the secured party at both the previously registered address and the address as changed.\n (3) If a registration event involves the amendment of a registration to omit a secured party, the Registrar must ensure that the verification statement in relation to the event is given to the secured party at the previously registered address for the secured party.\n\n (1) A person (the statement holder) who is, under section 156, given a verification statement in relation to a registration event concerning a registration, must ensure that a notice of the statement, in the approved form, is given to the following persons as soon as reasonably practicable after the time of the registration event:\n\n> Note: This section does not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under section 158.\n\n (a) the collateral to which the registration event relates is (immediately before or after the event) described in the registration as commercial property; and\n (b) the person has, in writing, waived the right under this section to receive a notice in relation to registration events to which paragraph (a) applies.\n (4) If the statement holder contravenes a requirement under subsection (1) to ensure that a notice is given to an individual, the contravention constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n> Note 2: If a statement holder fails to discharge an obligation under this section, an action for damages may be available under section 271.\n\n (1) The Registrar may publish, in a way prescribed by the regulations, a single verification statement in relation to a number of registration events if:\n (b) the Registrar considers that it would be inconvenient for verification statements to be given to each registered (or formerly registered) secured party.\n (2) Sections 156 and 157 do not apply in relation to a registration event if the Registrar publishes a verification statement in relation to the event under this section.\n\nThis Part provides for the time at which a description of collateral is registered. The precise timing of a registration may be significant in determining the priority to be given to a security interest in the collateral (see section 55).\n\nThis Part also deals with when a registration is effective and registration defects that may cause it to become ineffective.\n\nA registration is only ineffective because of a defect if there is a seriously misleading defect in data relating to the registration, or one of a number of particular defects set out in section 165 exists.\n\nIf a security interest in certain property becomes unperfected, the secured party may be obliged to take steps to end the effect of the registration.\n\n (1) A description of collateral starts to be registered in a registration with respect to a security interest, in relation to a particular secured party, at the moment (the registration time) when the description becomes available for search in the register in relation to that secured party.\n\n> Note 2: A registration may stop being effective even if it is available for search in the register (for example, because of a defect—see section 164).\n\n> Note 3: If 2 or more registrations describe the same collateral in relation to the same secured party, there may be different registration times for the collateral in relation to each of the registrations.\n\n (2) The amendment time for an amendment to a registration is the moment when the amended registration becomes available for search in the register.\n\n A financing statement, or a financing change statement, may be registered to reflect the transfer of a security interest, or of collateral, before or after the transfer.\n\n (1) A registration with respect to a security interest that describes particular collateral, in relation to a secured party, is effective with respect to that collateral from the registration time for the description of the collateral until the earliest of the following times:\n (c) the time when the description of the collateral in the registration stops being available for search in the register (by reference to that time) in respect of the secured party.\n\n (1) A registration with respect to a security interest that describes particular collateral is ineffective because of a defect in the register if, and only if, there exists:\n (a) a seriously misleading defect in any data relating to the registration, other than a defect of a kind prescribed by the regulations; or\n (2) In order to establish that a defect is seriously misleading, it is not necessary to prove that any person was actually misled by it.\n (3) A registration that describes particular collateral is not ineffective only because the registration is ineffective with respect to other collateral described in the registration.\n\n For the purposes of paragraph 164(1)(b), a defect in a registration that describes particular collateral exists at a particular time if any of the following circumstances exist:\n (a) in a case in which the collateral is required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the serial number of the collateral, is capable of disclosing the registration;\n (b) in a case in which the collateral is not required by the regulations to be described by serial number in the register—no search of the register by reference to that time, and by reference only to the grantor’s details (required to be included in the registered financing statement under section 153), is capable of disclosing the registration;\n (c) if the registered financing statement (as amended, if at all) indicates that a security interest in the collateral is a purchase money security interest (to any extent)—the security interest is not a purchase money security interest (to any extent) in the collateral;\n (d) in any case—circumstances in relation to the data related to the registration that are prescribed by the regulations.\n\n (a) one of the following defects in a registration that describes particular collateral arises at a particular time (the defect time):\n (ii) a defect mentioned in paragraph 165(b), other than a defect resulting from a change of the grantor in relation to the collateral; and\n (b) the defect does not arise only because of an irregularity, omission or error in a financing statement or a financing change statement.\n\n> Note: Example: A defect mentioned in paragraph 165(a) may occur if there is a change in the serial number under which collateral is required to be described in the register. For example, a patent may be required to be described by serial number (a Patent Application Number or a Patent Number). The Patent Application Number may be changed to a Patent Number when the patent is registered on the patents register.\n\n> Note: A change of the grantor may occur if the collateral described in the registration is transferred. In this case, the secured party’s security interest may be temporarily perfected for a certain period (see section 34).\n\n (2) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the defect time and ending at the earliest of the following times:\n\n (3) However, the registration becomes ineffective with respect to the collateral under sections 164 and 165 because of the defect immediately after the earliest time mentioned in subsection (2), unless, at or before that time, the registration is amended to correct the defect.\n\n (b) a security interest in the collateral that was perfected by the registration becomes unperfected at a particular time (the unperfection time); and\n (2) The secured party must, before the end of 5 business days after the day the unperfection time occurs, apply to register a financing change statement under section 150 amending the registration to end its effect.\n\n> Note 2: If the secured party fails to discharge the obligation under this section, an action for damages may be available under section 271.\n\n (3) For the purposes of this section, collateral is registered with a serial number at a particular time only if a search of the register by reference to that time and by reference only to the serial number of the collateral is capable of disclosing the registration.\n\n (1) The Registrar may give a secured party in respect of a registration with respect to a security interest a written notice requiring the secured party to pay the fee (determined under section 190) stated in the notice within 28 days after the notice is given in order to maintain the effectiveness of the registration.\n (2) If the fee is not paid within 28 days after the notice is given, the Registrar may register a financing change statement amending the registration to end its effect.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 3: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nAnyone may access the register to search the register for data with respect to a security interest or personal property. Searches can only be undertaken by reference to certain criteria, for example the details of a grantor, or a serial number.\n\nA search by reference to an individual grantor’s details, and the use of data obtained by a search, is only authorised if the search is undertaken for a purpose stated in this Part.\n\nA civil penalty applies in respect of unauthorised searches, and damages may be available (under section 271). In addition, an unauthorised search may be investigated under the Privacy Act 1988.\n\n (1) A person may apply to the Registrar for access to the register to search for data in relation to a security interest or personal property (or both).\n (b) if, in the application, the person requests a written search result in relation to the data—ensure that the person is able to obtain a written search result in relation to the data, in the appropriate form under section 174.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person access to the register to search for data (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\nNote: If a registration is no longer effective, details of the registration can still be found by searching the register by reference to an earlier time when the registration was still effective (see paragraph (d)). However, data removed from the register may not be available for search by reference to an earlier time (see Part 5.7).\n\n (2) The Registrar must ensure that the way in which the results of a search are worked out in response to an application for the search is determined in accordance with any regulations made for the purposes of this subsection.\n\n (1) This section applies if a person proposes to access the register to search for data by reference to the details of a grantor (other than that person) who is an individual.\n (2) The following table sets out which persons (searchers) may access the register to search for data, and for what purpose:\n\n

Individual grantor details—permitted searches

Item

Searchers

Purpose

1

A person (the first person), or another person with the first person’s consent

To disclose any registration in which the first person is registered as a grantor or a secured party.

2

A secured party in relation to a registration

A purpose that relates to a security interest attached to collateral described in the registration.

3

A grantor in relation to a registration

A purpose that relates to a security interest attached to the collateral described in the registration.

4

A person

To disclose any registration in which the person is registered as a secured party.

5

A person

To disclose whether collateral to which a security interest is attached is described in a registration.

6

A person

To disclose whether or not personal property is described in a registration, if:

(a) the property is to be purchased or dealt with by the person; or

(b) the person has an interest in the property.

7

A person

To establish whether to provide credit to, or obtain a guarantee or an indemnity from, a person named in the search application or a person with an interest in the personal property described in the application.

8

A person

To establish whether to provide credit to, or obtain a personal guarantee or an indemnity from an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

9

A person

To establish whether to invest in, with, or through, a person named in the search application.

10

A person

To establish whether to invest in, with, or through, an associate (within the meaning of section 11 or subsection 12(2) of the Corporations Act 2001) of a body corporate named in the search application or of a body corporate with an interest in the personal property described in the application.

11

The Registrar

A purpose that relates to the administration of this Act.

12

A person who has taken control of the property of an individual who is insolvent under administration, within the meaning of the Corporations Act 2001

A purpose that relates to the searcher’s control of the property.

13

An Official Receiver in Bankruptcy within the meaning of the Bankruptcy Act 1966

A purpose that relates to the exercise of a power, or the performance of a function, of that Official Receiver in Bankruptcy.

14

The legal personal representative of an individual (including a deceased individual)

A purpose that relates to the exercise of a power, or the performance of a function, as legal personal representative.

15

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the exercise of a power, or the performance of a function, of that entity, unless the purpose is covered by another purpose listed in this table.

16

A government entity within the meaning of the A New Tax System (Australian Business Number) Act 1999

A purpose that relates to the maintenance of the law, including the prevention, detection, investigation or prosecution of contraventions of laws (whether the penalty for contravention is criminal or civil).

17

The holder of a lien or charge, or a creditor

A purpose that relates to the enforcement of the lien or charge, or the creditor’s rights, as the case may be.

18

A bailiff, or sheriff, of a court of the Commonwealth, a State or a Territory

A purpose that relates to the enforcement of a court order or warrant.

19

A person

To advise another person in connection with any of the purposes referred to in this table.

\n```\n\n (3) A searcher mentioned in an item in the table in subsection (2) must not, otherwise than for the purpose specified in the item:\n (b) use data obtained as a result of accessing the register, unless the searcher has also obtained the data lawfully from another source.\n\n (a) compliance with subsection (3) is taken to be an obligation imposed on a person who accesses the register to search for data, or uses data obtained as a result of accessing the register to search for data; and\n\n (a) a person obtains access to the register and searches the register for data (whether or not the access is obtained as a result of an application under section 170); and\n (b) as a result of the search, the person obtains personal information about an individual within the meaning of that Act.\n (2) If the search, or the use of the personal information, is unauthorised under subsection (3) or (4), the search or use constitutes an act or practice involving interference with the privacy of the individual for the purposes of section 13 of the Privacy Act 1988.\n\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n (4) The use of the personal information is unauthorised (unless the data has been obtained lawfully from another source) if:\n (c) access to the data for a search of that kind is prohibited by regulations made for the purposes of paragraph 170(3)(d).\n\n (1) A written search result in the appropriate form (see subsection (3)) is admissible as evidence in a court or tribunal and is, in the absence of evidence to the contrary, proof of the matters stated in the search result.\n (b) the time of the registration of a financing statement, any financing change statement and the end time for a registration;\n (4) The Registrar may include, or may authorise to be included, in a search result, any data, including third party data (see section 176C), determined by the Registrar in relation to a secured party, a grantor or personal property.\n (5) If a search result is covered by paragraph (b) of the definition of writing in section 10, evidence of the search result may be given by the production of a recording of the search result mentioned in that paragraph.\n (6) The Registrar may, by written instrument, authorise an officer or agency for the purposes of subparagraph (3)(b)(i) or (ii).\n\n On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person:\n (a) a copy of any registered financing statement (as amended by any registered financing change statement) in relation to which the person is registered as a secured party; or\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a copy of a registered financing statement or verification statement (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (1) On application by a person in the approved form, accompanied by the fee (if any) determined under section 190, the Registrar may give the person a report of matters determined under subsection (3) relating to registered data in relation to the person.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under this section to refuse to give a person a report (see section 191).\n\n> Note 2: The requirement to pay a fee is satisfied if an arrangement for its payment has been approved under subsection 190(4).\n\n (2) The Registrar may, at the Registrar’s initiative, give a person a report of matters relating to registered data in relation to the person (whether or not the matters are determined under subsection (3)).\n (3) The Registrar may, by legislative instrument, determine matters that may be the subject of reports under this section.\n (4) For the purposes of the administration of this Act, the Registrar may prepare a report of any matter relating to registered data.\n\nAccess to registered data and third party data through the register may be provided subject to conditions, including conditions about the subsequent use of the data. Damages may be available (under section 271) in respect of a contravention of conditions of access.\n\nThe Registrar may arrange with a third party (prescribed by the regulations) under this Part for the provision of access to non‑registered data, held by the third party, through the register (as a portal).\n\nFor example, the Registrar may arrange with a prescribed third party to provide users of the register with data held by the third party that relates to motor vehicles. As a result, third party data concerning a motor vehicle may be provided on a verification statement or search result that relates to that vehicle, whether or not the data is specifically requested.\n\n (2) The person may be required to comply with conditions (registered data conditions) in relation to registered data received as a result of the application, as part of the approved form for the application.\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for registered data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the registered data conditions as required under subsection (2) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the registered data conditions; and\n (b) an obligation is taken to be imposed under subsection (5) on both the applicant and the principal, in each of their personal capacities, to comply with the registered data conditions.\n\n (1) The Registrar may make an arrangement with a person (the third party) prescribed by regulations made for the purposes of this section to enable:\n (a) data (third party data) held by the third party with respect to personal property to be included in verification statements; and\n (b) access to the register to be given to applicants under section 170 (search—general) to search for third party data; and\n (d) applications for registration under section 150, for access to the register under section 170 or for copies of registered financing statements or verification statements under section 175 to be subject to conditions (third party data conditions) relating to third party data obtained as a result of such applications.\n\n> Note: Example: An arrangement between the Registrar and a third party to enable third party data relating to motor vehicles to be included in verification statements and search results.\n\n (2) Third party data does not include personal information, within the meaning of the Privacy Act 1988, about an individual.\n (4) A person may be required to comply with third party data conditions, as part of the approved form for application, if the person applies:\n\n (b) in the case of an application for access to the register to search for data—the person is applying for access to the register to search for the third party data; or\n (c) in the case of an application for a copy of a registered financing statement—the applicant also applies for a copy of a verification statement in relation to the financing statement.\n (a) compliance with the third party data conditions as required under subsection (4) of this section is taken to be an obligation imposed on the person by this Act; and\n\n (7) If a person (the applicant) makes an application mentioned in subsection (4) on behalf of another person (the principal):\n (a) both the applicant and the principal may be required, by the approved form for the application, to comply with the third party data conditions; and\n (b) an obligation is taken to be imposed under subsection (6) on both the applicant and the principal, in each of their personal capacities, to comply with the third party data conditions.\n\nA person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party.\n\n(b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party.\n\nAn amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.\n\n (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table:\n\n> Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2.\n\n

Authorised amendments

Item

When amendment is authorised

What amendment is authorised

1

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

2

The particular collateral in which the person has an interest does not secure any obligation (including a payment) owed by a debtor to the secured party.

Amendment to omit the collateral.

\n```\n\n (2) Data removed from the register because of an amendment in compliance with the amendment demand must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision that the removed data is not to be made available for search in the register (see section 191).\n\n (a) at the time the security interest attached to the collateral, the grantor intended to use predominantly for personal, domestic or household purposes; or\n\n (b) an application has not been made to register a financing change statement in compliance with the demand before the end of 5 business days after the day the demand is given to the secured party; and\n (c) there are no proceedings currently before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (b) proceedings come before a court (including a court of appeal), in relation to an application under section 182, that relate to the amendment demanded.\n (3) This Division does not apply in relation to a security interest if the security agreement providing for the interest is an instrument or other document:\n (a) by which a person issues or guarantees, or provides for the issue or guarantee of, an obligation secured by a security interest; and\n (b) in which another person is appointed as trustee for the person to whom the obligation secured by the security interest is owed.\n\n (1) The Registrar may give the secured party a notice (an amendment notice), in accordance with subsection (5), of the amendment demanded.\n (2) An amendment notice may be given at the initiative of the Registrar, if the Registrar suspects on reasonable grounds that the amendment demanded is authorised under section 178.\n (3) The person who gave the amendment demand to the secured party may give a statement in the approved form to the Registrar:\n\n> Note: The provision of false or misleading information in the statement may be an offence against Part 7.4 of the Criminal Code.\n\n (4) An amendment notice must be given in response to a statement under subsection (3) as soon as practicable after the statement is given (unless an amendment notice has already been given at the initiative of the Registrar).\n (ii) invites the secured party to submit a response to the amendment demand in writing to the Registrar before the end of 5 business days after the day the notice is given (or an extended period approved by the Registrar); and\n\n> Note: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.\n (2) However, the Registrar may register such a financing change statement before the end of the period covered by subsection (3) if:\n (b) a longer period approved by the Registrar (in relation to the particular amendment demand, or to a class of amendment demands) after the amendment notice is given to the secured party.\n (4) In making a decision about whether to register a financing change statement amending the registration in accordance with the amendment demand, the Registrar must consider:\n (5) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides for the purposes of this subsection.\n\n> Note 1: The provision of false or misleading information in any response to the invitation may be an offence against Part 7.4 of the Criminal Code.\n\n> Note 2: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 3: Application may be made to the Administrative Review Tribunal for review of certain decisions of the Registrar about registration (see section 191).\n\n> Note 4: This section stops applying if proceedings come before a court under section 182 in relation to the amendment demanded (see subsection 179(2)).\n\n (2) The person who gave the amendment demand cannot make an application under this section before the end of 5 business days after the day the demand is given to the secured party.\n\n (3) A person with an interest (including a security interest) in the collateral described in the registration has the right to appear before the court on an application under this section.\n\n (a) if the court considers the amendment demanded to be authorised under section 178—an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration);\n (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar’s initiative (under section 181);\n (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies;\n (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies;\n (5) The Registrar must comply with a court order to register a financing change statement as soon as reasonably practicable after receiving the order.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n (6) Data removed from the register because of an amendment under this section must not be made available for search in the register by reference to any time before (or after) the time of removal, if the Registrar so decides.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) from the register if the Registrar is satisfied that:\n (a) the application to register the data was frivolous or vexatious, the data is offensive, or the retention of the data in the register is contrary to the public interest; or\n\n> Note 1: The Registrar must give a verification statement to each secured party after the data is removed (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to remove data from the register under paragraph (a), (b) or (c) (see section 191).\n\n (2) Data removed from the register under this section must not be made available for search in the register by reference to any time before (or after) the time of removal:\n (a) in relation to data removed under paragraph (1)(a), (b) or (c)—if the Registrar so decides for the purposes of this paragraph; and\n\n> Note: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under paragraph (a) (see section 191).\n\n (3) If subsection (2) applies in relation to data removed from the register, this Act otherwise applies as if the data is not, and never has been, included in the register.\n\n The Registrar may (at his or her initiative) register a financing change statement to remove data (including an entire registration) with respect to a security interest from the register to reflect the fact that the registration has been ineffective under section 163 for 7 years or more.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to restore data to the register (including an entire registration) if it appears to the Registrar that the data was incorrectly removed from the register under this Act.\n (2) If data is restored to the register under subsection (1), for the purposes of this Act the data is taken never to have been removed from the register.\n\n The removal of data from the register under this Act does not prevent the Registrar from keeping a record of the removed data in whatever form the Registrar considers appropriate.\n\n (1) The Registrar may (at his or her initiative) register a financing change statement to amend a registration to correct an error or omission made by the Registrar.\n (2) If a registration is corrected under subsection (1), this Act applies as if the error or omission had never been made.\n\n> Note 1: The Registrar must give a verification statement to each secured party after the registration of a financing change statement (see section 156).\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision to register a financing change statement (see section 191).\n\nThis Part provides for fees for registration and searching the register, the review of registration decisions and the obligation of the Registrar to prepare annual reports on the operation of this Act.\n\n (2) The Minister may, by a legislative instrument made under subsection (1), determine the kinds of arrangements for the payment of fees under the instrument that may be approved under subsection (4).\n (3) If this Act requires the payment of a determined fee for a particular purpose, without limiting subsection (6), that requirement is satisfied if an arrangement for its payment has been approved under subsection (4).\n (4) The Registrar may approve an arrangement (of a kind determined under subsection (2)) in relation to the payment of fees by a person for the purposes of this section on application by the person in the approved form, accompanied by the fee (if any) determined under subsection (1).\n (6) The amount of a fee, except a fee to maintain a registration (determined for the purposes of section 168), is a debt due to the Commonwealth, and may be recovered by the Commonwealth by application to a court.\n\n> Note 1: If a fee to maintain a registration is not paid within 28 days, the Registrar may end the effective registration of the collateral (see section 168).\n\n An application may be made to the Administrative Review Tribunal for review of the following decisions made by the Registrar:\n (c) a decision to register a financing change statement to amend the register to end the effect of a registration, under subsection 150(2);\n (e) a decision to refuse to give a person a copy of a registered financing statement in relation to which the person is registered as a secured party, or of a verification statement, under section 175;\n (f) a decision to refuse to give a person a report relating to registered data in relation to the person, under subsection 176(1);\n (h) a decision to refuse to register a financing change statement in accordance with an amendment demand, under subsection 181(1);\n (i) a decision to register a financing change statement to remove data from the register, under paragraph 184(1)(a), (b) or (c);\n (j) a decision that data removed from the register is not to be made available for search in the register, under subsection 178(2) or 181(5) or paragraph 184(2)(a);\n (k) a decision to register a financing change statement to restore incorrectly removed data to the register, under section 186;\n (l) a decision to register a financing change statement to amend a registration to correct an error or omission made by the Registrar, under section 188;\n (m) a decision to register a financing change statement to remove migrated data from the register, under subsection 334(2).\n\n (1) The Registrar must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report on the operation of this Act during that financial year.\n\n (a) details of each occasion on which access to the register was refused, or the operation of the register was otherwise suspended, during the financial year under subsection 147(5); and\n\n (3) The office of the Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (2) The Registrar has power to do all things necessary or convenient to be done for or in connection with the performance of his or her functions.\n\n (2) If the Registrar believes on reasonable grounds that a person has information that is relevant to an investigation under subsection (1), the Registrar may, by written notice given to the person, require the person to give any such information to the Registrar, within the period and in the way specified in the notice.\n\n (1) The Minister may, by written instrument, appoint a person engaged under the Public Service Act 1999 to act as the Registrar:\n (a) during a vacancy in the office of Registrar (whether or not an appointment has previously been made to the office); or\n\n> Note: The Registrar may determine a particular person or a class of persons under paragraph (b), and may apply the determination in relation to particular matters or classes of matters (see subsection 33(3A) of the Acts Interpretation Act 1901).\n\n (2) A delegate must, if required by the instrument of delegation, perform a delegated function, or exercise a delegated power, under the direction or supervision of:\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of the Registrar is terminated if the Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\n (3) The office of Deputy Registrar of Personal Property Securities is not a public office for the purposes of the Remuneration Tribunal Act 1973.\n\n (1) Subject to any direction by the Registrar, a Deputy Registrar has all the functions and powers of the Registrar, except the powers of delegation under section 197.\n (2) A function or power of the Registrar, when performed or exercised by a Deputy Registrar, is taken to have been performed or exercised by the Registrar.\n (3) The performance of a function, or the exercise of a power, of the Registrar by a Deputy Registrar does not prevent the performance of the function, or the exercise of the power, by the Registrar.\n (4) If the performance (or exercise) of a function or power by the Registrar is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that function or power may be performed (or exercised) by a Deputy Registrar on his or her opinion, belief or state of mind in relation to that matter.\n (5) If the operation of a provision of this Act or another Act is dependent on the opinion, belief or state of mind of the Registrar in relation to a matter, that provision may operate on the opinion, belief or state of mind of a Deputy Registrar in relation to that matter.\n\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n (2) The appointment of a Deputy Registrar is terminated if the Deputy Registrar stops being engaged under the Public Service Act 1999 for any reason.\n\nPart 6.3 applies Parts 4 and 6 of the Regulatory Powers Act, which deal with proceedings for contravention of a civil penalty provision and enforceable undertakings.\n\nThis Part is about judicial proceedings in a court with respect to matters arising under this Act or in relation to a security agreement or a security interest.\n\nJurisdiction is conferred on the Federal Court, the Federal Circuit and Family Court of Australia (Division 1), the Federal Circuit and Family Court of Australia (Division 2) and courts of States and Territories. PPS matters can be transferred between courts in accordance with procedures set out in this Part.\n\n (b) otherwise arising in relation to this Act, other than a matter in respect of which the Federal Court or the Federal Circuit and Family Court of Australia (Division 2) has jurisdiction under the Administrative Decisions (Judicial Review) Act 1977; or\n (4) Without limiting subsection (3), this Part does not limit the operation of subsection 39(2) of the Judiciary Act 1903 in relation to matters arising under this Act.\n\n Jurisdiction is conferred on a court mentioned in an item in the following table with respect to a PPS matter, subject to the limits on the court’s jurisdiction (if any) specified in the item:\n\n

Jurisdiction of courts

Item

Court on which jurisdiction is conferred

Limits of jurisdiction

1

The Federal Court

No specified limits.

1A

The Federal Circuit and Family Court of Australia (Division 1)

No specified limits.

2

The Federal Circuit and Family Court of Australia (Division 2)

The court does not have jurisdiction to award an amount for loss or damage that exceeds:

(a) $750,000; or

(b) if another amount is prescribed by the regulations—that other amount.

3

A superior court, or lower court, of a State or Territory

The court’s general jurisdictional limits, including (but not limited to) limits as to locality and subject matter, to the extent that the Constitution permits.

\n```\n\n

Cross‑jurisdictional appeals

Item

Unless expressly provided by a law of the Commonwealth, a State or a Territory, an appeal with respect to a PPS matter does not lie from a decision of ...

to any of the following courts:

1

the Federal Court

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

2

the Federal Circuit and Family Court of Australia (Division 1)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of a Territory.

3

the Federal Circuit and Family Court of Australia (Division 2)

(a) a court of a State;

(b) a court of a Territory.

4

a court of a State (other than a State Family Court)

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of another State;

(e) a court of a Territory;

(f) a State Family Court of the same State.

5

a court of the Australian Capital Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

6

a court of the Northern Territory

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 1);

(c) the Federal Circuit and Family Court of Australia (Division 2);

(d) a court of a State;

(e) a court of another Territory.

7

a court of an external Territory

(a) the Federal Circuit and Family Court of Australia (Division 1);

(b) Federal Circuit and Family Court of Australia (Division 2);

(c) a court of a State;

(d) a court of another Territory (whether internal or external).

8

a State Family Court

(a) the Federal Court;

(b) the Federal Circuit and Family Court of Australia (Division 2);

(c) the Supreme Court of the same State;

(d) a court of another State;

(e) a court of a Territory.

\n```\n\n (a) a proceeding with respect to a PPS matter is pending, or has come, before a court (the transferring court) on which jurisdiction is conferred under this Part in relation to the matter;\n (b) jurisdiction is also conferred on another court (the receiving court) under this Part with respect to either of the following (the transfer matter):\n (c) the receiving court has the power to grant the remedies sought before the transferring court in relation to the transfer matter.\n (2) This Division does not apply to a transfer between the courts mentioned in an item in the following table, except as provided by paragraph 211(2)(b):\n\n

Transfers to which other legislation applies

Item

Transferring court

Receiving court

1

The Federal Court

The Federal Court

2

The Federal Court

The Federal Circuit and Family Court of Australia (Division 2)

3

The Federal Circuit and Family Court of Australia (Division 1)

The Federal Circuit and Family Court of Australia (Division 2)

4

The Federal Circuit and Family Court of Australia (Division 2)

The Federal Court or the Federal Circuit and Family Court of Australia (Division 1)

\n```\n\n> Note 1: Paragraph 211(2)(b) gives the Federal Circuit and Family Court of Australia (Division 2) the power to transfer a matter to the Federal Court with a recommendation that the Federal Court transfer the matter to a superior court other than the Federal Court.\n\n (d) for a transfer mentioned in item 4—sections 149 and 153 of the Federal Circuit and Family Court of Australia Act 2021.\n\n (1) If section 212 (which deals with the criteria for transfers) is satisfied, the transferring court may transfer to the receiving court:\n (b) if the transferring court considers it necessary or convenient—any related application (or all related applications) in the proceeding.\n (2) However, if the transferring court is a lower court, and the transferring court considers that section 212 is satisfied in relation to the transfer of a matter mentioned in subsection (1) of this section to a receiving court that is a superior court other than the relevant superior court:\n (ii) give the relevant superior court a recommendation that the matter be transferred to that receiving court by the relevant superior court.\n\n (1) The transferring court may make a transfer under section 211 only if it appears to the transferring court, taking into account the considerations covered by subsection (2), that:\n (a) the transfer matter arises out of, or is related to, another proceeding pending, or that has come, before a receiving court; or\n (e) the suitability (taking into account the considerations mentioned in paragraphs (a) to (d) and any other consideration) of having the transfer matter determined by the receiving court.\n\n (a) the Registrar (or other proper officer) of the transferring court must give the Registrar (or other proper officer) of the other court all documents filed in the transferring court in respect of the proceeding or application, as the case may be; and\n\n (1) Subject to any applicable rules of court, a court must, in dealing with a PPS matter transferred to the court under section 211, apply rules of evidence and procedure that:\n (2) If a proceeding with respect to a PPS matter is transferred under section 211 from a transferring court to another court, the other court must deal with the proceeding as if, subject to any order of the transferring court, the steps that had been taken for the purposes of the proceeding in the transferring court (including the making of an order), or similar steps, had been taken in the other court.\n\n (1) This section applies if a proceeding with respect to a PPS matter in a transferring court is transferred to another court under section 211.\n (2) A person who is entitled to practise as a legal practitioner (however described) in the transferring court has the same entitlements to practise in relation to the matters covered by subsection (3) in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.\n (b) any other proceeding out of which the PPS matter arises or to which the PPS matter is related, if the other proceeding is to be determined together with the PPS matter.\n\n (c) without limiting paragraph (b), the Registrar may appear and be represented by a legal practitioner (however described).\n\n (1) This section applies if the Registrar considers it to be in the public interest for a person to bring and carry on a proceeding in a court for the recovery of damages with respect to a PPS matter.\n (2) The Registrar may, on behalf of the Commonwealth, cause the proceeding to be begun and carried on in the person’s name.\n (3) If the person is not a constitutional corporation, the Registrar must obtain the person’s written consent to the exercise of the Registrar’s power under subsection (2).\n\nThis Part applies Part 4 of the Regulatory Powers Act to enable the Registrar to enforce civil penalty provisions, and Part 6 of the Regulatory Powers Act to enable the Registrar to accept an enforceable undertaking.\n\nOn application by the Registrar, a relevant court can order the payment of a civil penalty for a breach of a civil penalty provision.\n\nThe Registrar may accept a written undertaking for the payment of a specified amount to the Commonwealth within a specified period. The undertaking is given by a person who has taken action that contravenes a civil penalty provision.\n\n> Note: Part 4 of the Regulatory Powers Act allows a civil penalty provision to be enforced by obtaining an order for a person to pay a pecuniary penalty for the contravention of the provision.\n\n (2) For the purposes of Part 4 of the Regulatory Powers Act, the Registrar is an authorised applicant in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 4 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 4 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\n> Note: Part 6 of the Regulatory Powers Act creates a framework for accepting and enforcing undertakings relating to compliance with provisions.\n\n (2) For the purposes of Part 6 of the Regulatory Powers Act, the Registrar is an authorised person in relation to the civil penalty provisions of this Act.\n (3) For the purposes of Part 6 of the Regulatory Powers Act, each of the following courts is a relevant court in relation to the civil penalty provisions of this Act:\n (4) Part 6 of the Regulatory Powers Act, as that Part applies in relation to the civil penalty provisions of this Act, extends to Norfolk Island and such other external Territories (if any) as are prescribed by the regulations for the purposes of section 7.\n\nIn court proceedings, this Part describes which law will govern the validity, perfection and effect of perfection or non‑perfection of a security interest.\n\nThe Commonwealth may provide that a particular law governs a security interest and parties can agree that the law of the Commonwealth governs a security interest.\n\nThe rules for determining the governing law in relation to a security interest differ depending on the type of interests.\n\nFor example, for a security interest in goods, the question of the governing law may be dependent on the location of the goods. However, for certain intangible property and financial property this will generally be determined by the location of the grantor.\n\n (1) In proceedings in an Australian court, the law of the jurisdiction specified by this Part in relation to a security interest governs the validity, perfection and effect of perfection or non‑perfection of the security interest.\n (2) However, this Part does not affect the law that governs contractual obligations (including any obligations arising under a security agreement).\n\n (1) For the purposes of this Act, personal property (including chattel paper, an investment instrument and a negotiable instrument) is located in the particular jurisdiction in which the personal property is situated.\n (a) an investment instrument that is not evidenced by a certificate is located in the jurisdiction the law of which governs the transfer of the investment instrument; and\n (b) a negotiable instrument that is evidenced by an electronic record is located in the jurisdiction the law of which governs the negotiable instrument; and\n (c) chattel paper that is evidenced by an electronic record is located in the jurisdiction the law of which governs the chattel paper.\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the State or Territory in which the property, or the individual’s principal place of residence, is situated (as the case may be); and\n (b) a reference to the law of that jurisdiction is a reference to the law of that State or Territory, and to the law of the Commonwealth as it applies in that State or Territory.\n (7) For the purposes of this Act, in the application of this section in relation to a foreign country that is divided into territorial units that have their own rules of law about security interests (distinct from those that apply to the foreign country generally):\n (a) the jurisdiction in which personal property is located under subsection (1), or in which an individual is located under subsection (5), is the jurisdiction of the territorial unit in which the property, or the individual’s principal place of residence, is situated; and\n (b) a reference to the law of that jurisdiction is a reference to the law of that territorial unit, and to the law of the foreign country as it applies in that territorial unit.\n\n Despite any other provision of this Part, a law of the Commonwealth may provide that that law, or any other law of the Commonwealth, governs a security interest.\n\n (1) Despite sections 238, subsections 239(1) and (2) and section 240, the law of the Commonwealth (other than the law relating to conflict of laws) governs a security interest if:\n (b) the security agreement that provides for the security interest expressly provides that the law of the Commonwealth, or that law as it applies in a particular State or Territory, governs the security interest.\n (2) However, a security agreement may not provide for the law of the Commonwealth, or that law as it applies in a particular State or Territory, to govern a security interest in the following intangible property:\n\n> Note 2: The parties to a security agreement may provide that the law of the Commonwealth governs a security interest in an ADI account if it would not be manifestly contrary to public policy (see subsection 239(5)).\n\n (1) The validity of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods are located when the security interest attaches, under that law, to the goods.\n\n> Note 1: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1A) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of the jurisdiction (other than the law relating to the conflict of laws) in which the goods are located at that time.\n (2) Despite subsections (1) and (1A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a particular jurisdiction (the destination jurisdiction), other than the law relating to the conflict of laws, if:\n (a) at the time (the attachment time) the security interest attaches, under that law, to the goods, it was reasonable to believe that the goods would be moved to the destination jurisdiction; and\n (3) Despite subsections (1) to (2A), the validity, perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a jurisdiction (including the law relating to conflict of laws) if:\n\n (4) Despite subsections (1A) to (3), at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in goods is governed by the law of a country if:\n (a) the goods are entered in a register of ships maintained by the country containing the names and particulars of ships; and\n\n (1) The validity of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in intangible property is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (a) subject to paragraph (c), the validity of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property or licence; and\n (b) subject to paragraph (c), at a particular time, the perfection, and the effect of perfection or non‑perfection, of the security interest is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time; and\n (c) the following matters are governed by the law of the jurisdiction (other than the law relating to conflict of laws) by or under which the property or licence is granted, if that law provides for the public registration or recording of the security interest, or of a notice relating to the security interest:\n (i) whether a successor in title to the grantor’s interest in the property or licence takes it free of a security interest;\n (4) Despite subsections (1) and (2), a security interest in an ADI account is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the ADI account.\n (5) However, the parties to a security agreement may agree in writing that the law of another jurisdiction governs the security interest in the ADI account if:\n (6) This section does not apply to a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n\n> Note 3: Under section 237, the parties to a security agreement may expressly provide for the law of the Commonwealth to apply instead.\n\n (1) The validity of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located when the security interest attaches, under that law, to the property.\n (2) This subsection covers property that is a right evidenced by a letter of credit that states that the letter of credit must be presented on claiming payment or requiring the performance of an obligation.\n (ii) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (4) At a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest in financial property, or property covered by subsection (2), is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the grantor is located at that time.\n (5) However, at a particular time, the perfection, and the effect of perfection or non‑perfection, of a security interest mentioned in subsection (4) is governed by the law of Australia if, at that time:\n (b) the secured party has possession or control of the property sufficient to perfect the security interest under this Act.\n (6) Despite subsections (1) to (5), a security interest in a non‑negotiable document of title is governed by the law of the jurisdiction (other than the law relating to conflict of laws) in which the goods to which the document of title relates are located when the security interest attaches, under that law, to the document of title.\n (7) Despite subsections (1) to (5), a security interest in a negotiable instrument that is not evidenced by a certificate is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governs the negotiable instrument.\n\n> Note 1: For the priority of a security interests in financial property if there is no foreign register, see section 77.\n\n (1) The validity of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the validity of the security interest in the collateral that gave rise to the proceeds.\n (2) The perfection, and the effect of perfection or non‑perfection, of a security interest in proceeds is governed by the law of the jurisdiction (other than the law relating to conflict of laws) that governed the perfection, and the effect of perfection or non‑perfection, of the security interest in the collateral that gave rise to the proceeds.\n (4) However, this section does not apply in relation to proceeds that are an account unless the account arises from the dealing that gave rise to the proceeds.\n\n> Note: If this section does not apply in relation to proceeds that are an account, the law governing the validity and the perfection of a security interest consisting of a transfer of the account is determined by the law of the jurisdiction in which the grantor is located (see section 239 (governing laws—intangible property)).\n\nThis Part is about the constitutional operation of this Act in the States and Territories, and outside Australia, as follows:\n\n(a) this Act operates in any State that has given the Commonwealth power to legislate accordingly for the purposes of paragraph 51(xxxvii) of the Constitution;\n\nA security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n (1) It is the Commonwealth Parliament’s intention that this Act should operate in a referring State to the extent that it can in accordance with:\n (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and\n (b) the legislative powers that the Commonwealth Parliament has because of a reference or adoption by the Parliament of the referring State under paragraph 51(xxxvii) of the Constitution.\n\n (2) It is the Commonwealth Parliament’s intention that this Act should operate in a non‑referring State to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under section 51 of the Constitution (other than paragraph 51(xxxvii)), including (but not limited to) the powers relating to the matters mentioned in sections 246 to 250.\n (3) It is the Commonwealth Parliament’s intention that this Act should operate in a Territory to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n\n> Note: This Act extends to Norfolk Island, but only extends to other external Territories if regulations are made to provide for that extension (see section 7).\n\n (4) Despite subsection 22(3) of the Acts Interpretation Act 1901, this Act as applying in a Territory is a law of the Commonwealth.\n (5) It is the Commonwealth Parliament’s intention that this Act should operate outside Australia to the extent that it can in accordance with the Commonwealth Parliament’s legislative powers under:\n (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)).\n\n> Note 1: For the application of Australian and foreign law in relation to a security interest, see section 6 and Part 7.2.\n\n (1) A State is a referring State if, for the purposes of paragraph 51(xxxvii) of the Constitution, the Parliament of the State has, before the registration commencement time:\n\n (a) the reference to the Commonwealth of a matter covered by subsection (3) or (4) is to terminate in particular circumstances; or\n (c) any or all of the State’s amendment references have not commenced in relation to a particular kind (or kinds) of personal property (or so commence at or after the registration commencement time); or\n (i) if, and to the extent that, the matter is not otherwise included in the legislative powers of the Commonwealth Parliament (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); or\n (3) This subsection covers the matters to which the referred provisions relate, to the extent of making laws with respect to those matters by including the referred provisions in the relevant version of this Act.\n (4) This subsection covers the referred PPS matters (as defined by section 245), to the extent of making laws with respect to those matters by making express amendments of this Act in relation to each of the following kinds of personal property:\n (a) in the case where the Parliament of the State has referred to the Commonwealth Parliament the matters covered by subsection (3)—that reference terminates; or\n (6) A State also stops being a referring State if the State’s amendment reference in relation to personal property (other than fixtures or water rights):\n (7) However, a State does not stop being a referring State only because the State’s amendment reference in relation to fixtures or transferable water rights (or each of them):\n\n> amendment reference of a State means a reference by the Parliament of the State to the Parliament of the Commonwealth of the referred PPS matters in relation to personal property covered by paragraph (4)(a), (b) or (c).\n\n> express amendment means the direct amendment of this Act, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act.\n\n> referral law, of a State, means the law of the State that refers the matters covered by subsection (4) to the Parliament of the Commonwealth.\n\n> referred provisions means the provisions of the relevant version of this Act, to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.\n\n (a) if, at the time the State’s referral law was enacted, this Act had not been enacted—this Act as originally enacted; or\n (i) by the Personal Property Securities (Consequential Amendments) Act 2009 and the Personal Property Securities (Corporations and Other Amendments) Act 2010; or\n (ii) by the Personal Property Securities (Consequential Amendments) Act 2009, the Personal Property Securities (Corporations and Other Amendments) Act 2010 and the Personal Property Securities (Corporations and Other Amendments) Act 2011; or\n\n> transferable water rights, in relation to a State, means any water rights that are transferable under the general law or a law of the State by the holder of the right (whether or not the right is exclusive, and whether or not a transfer is restricted or requires consent).\n\n> water rights, in relation to a State, means any rights, entitlements or authorities, whether or not exclusive, that are granted by or under the general law or a law of the State in relation to the control, use or flow of water, but does not include any right, entitlement or authority that is:\n\n (1) In this Act, referred PPS matters, in relation to personal property covered by paragraph 244(4)(a), (b) or (c), means:\n (i) the recording of security interests, or information with respect to security interests, in the personal property in a register;\n (ii) the recording in such a register of any other information with respect to the personal property (whether or not there are any security interests in the personal property);\n (iii) the enforcement of security interests in the personal property (including priorities to be given as between security interests, and as between security interests and other interests, in the personal property).\n (2) However, referred PPS matters does not include the matter of making provision with respect to personal property or interests in personal property in a manner that excludes or limits the operation of a law of a State to the extent that the law makes provision with respect to:\n (a) the creation, holding, transfer, assignment, disposal or forfeiture of a right, entitlement or authority that is granted by or under a law of the State; or\n (b) limitations, restrictions or prohibitions concerning the kinds of interests that may be created or held in, or the kinds of persons or bodies that may create or hold interests in, a right, entitlement or authority that is granted by or under a law of the State; or\n (i) the forfeiture of property or interests in property (or the disposal of forfeited property or interests) in connection with the enforcement of the general law or any law of the State;\n (ii) the transfer, by operation of that law of the State, of property or interests in property from any specified person or body to any other specified person or body (whether or not for valuable consideration or a fee or other reward).\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property:\n (b) without limiting paragraph (a), to the extent that Chapter 5 (Personal Property Securities Register) applies in relation to the personal property under section 250.\n (2) To avoid doubt, subsection (1) applies to a non‑referring State at a particular time even if no State is a referring State at that time.\n (3) Unless the contrary intention appears, a word or phrase used in sections 247 to 250 that is used in the Constitution has the same meaning as it has in the Constitution.\n\n (2) This Act operates in a non‑referring State, in relation to an interest (other than a security interest) in personal property, while the interest is held by a person covered by subsection (3).\n (b) an Official Receiver of the estate of a bankrupt, or a registered trustee of a bankrupt, within the meaning of the Bankruptcy Act 1966;\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest arises in the course of any of the following activities:\n (2) However, this Act stops operating under subsection (1) in a non‑referring State in relation to a security interest, or another interest, in personal property, if, after the interest arises:\n\n (1) This Act operates in a non‑referring State in relation to a security interest, or another interest, in personal property, if the interest includes an interest in any of the following:\n (2) Without limiting subsection (1), this Act also has the effect it would have if this Act operated in a non‑referring State in relation to a security interest, or another interest, in personal property, to the extent only that the interest were in any of the things mentioned in that subsection.\n\n Chapter 5 of this Act (Personal Property Securities Register) operates in a non‑referring State in relation to personal property.\n\n A person to whom personal property is transferred takes the property free of a security interest in the property at a particular time (the relevant time) if:\n (b) if this Act had so operated, the person would have taken the property free of the security interest under this Act (other than this section); and\n\n A security interest in collateral in relation to which this Act operates under this Part has priority over a security interest in the same collateral in relation to which this Act does not operate under this Part.\n\n A provision of this Act does not apply to the extent that the operation of the provision would give, or result in the giving of, preference (within the meaning of section 99 of the Constitution) to one State or part of a State over another State or part of a State.\n\n (1) A provision of this Act does not apply to the extent that the operation of the provision would result in an acquisition of property from a person otherwise than on just terms.\n\nThis Act is not intended to exclude or limit the operation of any other law if that other law is capable of operating concurrently with this Act.\n\nHowever this Act prevails over other laws in relation to certain requirements relating to the registration and form of security interests, and their assignment, attachment and perfection.\n\n (1) This Act is not intended to exclude or limit the operation of any of the following laws (a concurrent law), to the extent that the law is capable of operating concurrently with this Act:\n (2) Without limiting subsection (1), this Act is not intended to exclude or limit the concurrent operation of a concurrent law, to the extent that the law has the effect of:\n (a) providing for whether a matter or other thing that is created, arises or is provided for under the concurrent law constitutes personal property; or\n (b) subject to section 258, prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property; or\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property; or\n (d) subject to sections 261 and 264, requiring or enabling a person to register a security interest (within the meaning of section 261); or\n\nNote 1: Section 261 provides that a failure to register the security interest under the law does not limit the effect of the security interest or a security agreement for the security interest.\n\nNote 2: Section 264 provides that, to the extent that the law would restrict or otherwise affect the operation of section 19 (attachment) or 21 (perfection) of this Act, the operation of the law is excluded.\n\n (e) subject to section 262, requiring or enabling a person to register the assignment of a security interest (within the meaning of that section); or\n\nNote: Section 262 provides that a failure to register the assignment under the law does not limit the effect of the assignment, the security interest or a security agreement for the security interest.\n\n (f) subject to section 263, requiring a security agreement for a security interest, or for an assignment of a security interest (within the meaning of that section) to be in a particular form, or to be witnessed or executed in a particular way; or\n\nNote: Section 263 provides that a failure to comply with such a requirement does not limit the effect of the security agreement, the security interest or the assignment.\n\n (g) operating to extinguish (however described) a security interest in circumstances other than those provided under this Act; or\n\nNote: The following provisions of this Act expressly allow for the operation (or the limited operation) of State and Territory laws:\n\n (3) To avoid doubt, this section does not apply to a law of a State or Territory, or the general law, to the extent that there is a direct inconsistency between this Act and that law.\n\n (a) provide that a provision of this Act (or an instrument made under this Act) does not apply to a matter that is dealt with by a law (the specified law) of the Commonwealth, a State or a Territory specified by the regulations; or\n (b) modify the operation of this Act (or an instrument made under this Act) so that no inconsistency arises between the operation of a provision of this Act or the instrument and the operation of a law (the specified law) of the Commonwealth, a State, or a Territory specified by the regulations.\n (2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that a provision of this Act (or an instrument made under this Act):\n (b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the specified law; or\n (c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the specified law; or\n (d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the specified law; or\n (e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the specified law; or\n (f) authorises a person to do something for the purposes of this Act (or an instrument made under this Act) that the person:\n\n> Note: Certain rights, entitlements and authorities under Commonwealth, State and Territory law, as declared by the relevant law, are excluded from the definitions of personal property and licence (in section 10).\n\n If there is any inconsistency between this Act and one of the following Acts (the other Act), the other Act prevails to the extent of the inconsistency:\n\n (1) This section sets out restrictions on the extent to which a security agreement is effective according to its terms under subsection 18(1).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n#### 258 When other laws prevail—personal property, security interests and matters excluded from State amendment referrals\n\n (1) This Act (apart from Division 4), or any instrument made under this Act, does not have an effect covered by subsection (2) to the extent to which that effect would give rise (apart from this subsection) to a direct inconsistency between this Act, or the instrument, and a law covered by subsection (3).\n\n> Note: Division 4 restricts the operation of State and Territory laws in certain respects, for example by preventing formal requirements under those laws from affecting the validity of security interests.\n\n (a) prohibiting or limiting a person creating, acquiring or dealing with personal property or a security interest in personal property;\n (i) prohibiting or limiting the right of a person to hold, transfer or assign a security interest in personal property; or\n (ii) imposing limitations or additional obligations or requirements in relation to the enforcement of a security interest in personal property.\n (5) Any provisions of this Act, or an instrument made under this Act, that would (apart from this subsection) operate, or purport to operate, to exclude or limit the operation of a law of a referring State do not operate to exclude or limit the operation of the law to the extent to which the law makes provision for a matter mentioned in paragraph 245(2)(a), (b) or (c).\n\n> Note: Subsection 245(2) provides exceptions to the scope of the matters (called PPS referred matters) in relation to which referring States have given an amendment reference to the Commonwealth (see subsection 244(4)).\n\n (1) This section applies if a law of a referring State, or of a Territory, declares a matter to be an excluded matter for the purposes of this section in relation to:\n (2) This Act (and any instrument made under this Act), apart from Division 4 (when this Act prevails), does not apply in relation to the excluded matter to the extent provided by the declaration.\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register a security interest.\n\n> Note: Example: A law of a State or Territory may have this effect by requiring a person to register any interest acquired by the person in a motor vehicle including, but not limited to, a security interest.\n\n (2) For the purposes of this section, a person registers a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following:\n (a) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (1) This section applies if a law (the applicable law) of a State or Territory has the effect of requiring or enabling a person to register the assignment of a security interest.\n (2) For the purposes of this section, a person registers the assignment of a security interest under an applicable law if, under (or in accordance with) that law, the person registers, or otherwise discloses, any of the following in relation to a security interest that is (or is to be) assigned, however the assignment is described in that law:\n (3) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n (c) the devolution of the security interest from a deceased person to another person upon the death of the deceased person.\n (b) affect the validity, priority or enforceability of the security interest, or of a security agreement providing for the security interest; or\n (c) otherwise limit the effect of the assignment, the security interest or of a security agreement providing for the security interest.\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n (a) relates (whether expressly or by implication) to a security agreement for a security interest in collateral, or for an assignment (however described) of a security interest in collateral; and\n\n> Note: Example: A law of a State or Territory requires a security agreement to be in a particular form if the law requires the instrument evidencing the agreement to use a particular form of words, or to be executed on paper of a particular sort.\n\n (2) An assignment of a security interest mentioned in this section includes (but is not limited to) the following, however described in the applicable law:\n\n> Note: In other respects this Act is not intended to exclude or limit the concurrent operation of the applicable law (see section 254).\n\n To the extent that a law of a State or Territory would have the effect of restricting or otherwise affecting the operation of the following provisions, the operation of the law is excluded by force of this section:\n\n> Note: Example: If a law of a State or Territory would have the effect of requiring a security interest to be registered under the law before it is taken to attach, or to be perfected, under this Act, the operation of the law is excluded by force of this section.\n\nIn the event of the bankruptcy of an individual grantor, or the winding up or the entry into administration of a body corporate grantor, a secured party’s unperfected security interest vests in the grantor. However, some security interests are unaffected by this rule.\n\nSome secured parties are entitled to damages or compensation in relation to the vesting of unperfected interests under this Part.\n\n (ii) an administrator of a company or a body corporate is appointed (whether under section 436A, 436B or 436C of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iii) a company or a body corporate executes a deed of company arrangement (whether under Division 10 of Part 5.3A of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiia) a restructuring practitioner for a company or a body corporate is appointed (whether under section 453B of the Corporations Act 2001, under that section as it is applied by force of a law of a State or Territory, or otherwise);\n (iiib) a company or a body corporate makes a restructuring plan (whether under Division 3 of Part 5.3B of the Corporations Act 2001, under that Division as it is applied by force of a law of a State or Territory, or otherwise);\n (iiic) Division 6, or Subdivision C of Division 9, of Part 7.3B of the Corporations Act 2001 begins to apply to a body corporate;\n (b) a security interest granted by the body corporate, company or bankrupt is unperfected at whichever of the following times applies:\n (i) in the case of a company or body corporate that is being wound up—when, on a day, the event occurs by virtue of which the winding up is taken to have begun or commenced on that day (whether under section 513A or 513B of the Corporations Act 2001, under either section as applied by force of a law of a State or Territory, or otherwise);\n (ii) in the case of a company or a body corporate to which subparagraph (a)(ii) or (iii) applies—when, on a day, the event occurs by virtue of which the day is the section 513C day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iia) in the case of a company or a body corporate to which subparagraph (a)(iiia) or (iiib) applies—when, on a day, the event occurs by virtue of which the day is the section 513CA day for the company or body, within the meaning of the Corporations Act 2001 (including that Act as it is applied by force of a law of a State or Territory, or otherwise);\n (iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Part 7.3B of the Corporations Act 2001;\n (iii) in the case of a bankrupt—when a sequestration order is made against the bankrupt under the Bankruptcy Act 1966, or when he or she becomes a bankrupt by force of section 55, 56E or 57 of that Act.\n\n (2) The security interest held by the secured party vests in the grantor immediately before the event mentioned in paragraph (1)(a) occurs.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (b) the security interest is in personal property that is an asset of a sub‑fund of the CCIV (within the meaning of that Act); and\n\n (b) before the time (the critical time) mentioned in paragraph 267(1)(b), the grantor enters into a security agreement with the secured party that provides for the secured party to take a security interest in collateral from the grantor; and\n (ii) if the security interest is perfected, it is perfected only by a registration for which the registration time is after the critical time.\n\n (a) the person acquires the personal property for new value from a secured party, from a person on behalf of a secured party, or from a receiver in the exercise of powers:\n (b) at the time the person acquires the property, the person has no actual or constructive knowledge of the following (as the case requires):\n\n (1) Subsection 267(2) and section 267A (security interests vested in grantor) do not apply to the following security interests:\n (a) a security interest provided for by any of the following transactions, if the interest does not secure the payment or performance of an obligation:\n (aa) a security interest for which perfection, and the effect of perfection or non‑perfection, is governed by the law of a foreign jurisdiction at the time mentioned in paragraph 267(1)(b);\n (i) for the postponement or subordination of the obligor’s debt to the junior creditor, to the obligor’s debt to the senior creditor; and\n (ii) in the event of the obligor’s debt to the junior creditor being discharged (whether wholly or partly) by the obligor transferring personal property to the junior creditor—for the junior creditor to transfer the property, or proceeds of the property, to the senior creditor to the value of the amount owed by the obligor to the senior creditor; and\n (iii) in the event that the property or proceeds are not transferred—for the junior creditor to hold the property or proceeds on trust for the senior creditor to that value; and\n (iv) in the event of such a trust arising—for a security interest to be granted by the junior creditor to the senior creditor over the personal property or proceeds securing payment of the obligor’s debt to the senior creditor;\n (d) the security interest is a security interest granted under the agreement, in the circumstances described in subparagraph (c)(iv).\n\n (1) This section applies if either of the following security interests is vested in the grantor under section 267 or 267A:\n (a) is taken to have suffered damage immediately before the time the security interest vests in the grantor under section 267 or 267A (as the case requires); and\n (ii) the sum of the market value of the leased, bailed or consigned property immediately before the time mentioned in paragraph 267(1)(b), and the amount of any other damage or loss resulting from the termination of the lease, bailment or consignment.\n\n> Note: The lessor, bailor or consignor may be able to prove the amount of compensation in proceedings related to the bankruptcy or winding‑up of the grantor.\n\n has a right to recover damages for any loss or damage that was reasonably foreseeable as likely to result from the failure.\n\n Despite section 271, none of the following persons is liable to an action, suit or proceeding for damages for, or in respect of, anything done honestly, or honestly omitted to be done, in the exercise, or purported exercise, of any power conferred by this Act or the regulations:\n (e) a Minister of a State or Territory, or another authority of a State or Territory, in relation to the exercise or performance of a power, duty or function pursuant to an agreement made for the purposes of section 118 (proceeding as if personal property were land);\n\n The fact that title to collateral is in a secured party rather than a grantor does not affect the application of any provision of this Act relating to rights, duties, obligations and remedies.\n\nThis Part enables an interested person to request a secured party who holds a security interest in collateral to provide information about the interest.\n\n (1) An interested person mentioned in subsection (9) may request a secured party who holds a security interest in collateral to send or make available to the interested person, or any other person, any of the following:\n (b) a statement in writing setting out the amount or the obligation that is secured by the security interest and the terms of payment or performance of the obligation, as at the day specified in the request;\n (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the security interest is granted, as at the day specified in the request;\n (2) A request made under subsection (1) must specify an address to which the information requested under that subsection must be sent or at which the information must be made available.\n (3) A request made in accordance with paragraph (1)(b), (c) or (d) must not specify a day later than 20 business days after the day the request is made.\n\n (4) Subject to subsections (5) and (6), a person who receives a request made under subsection (1) must respond to the request.\n\n> Note 1: A person who receives a request but who no longer has a security interest in collateral must respond to the request in accordance with section 276.\n\n> Note 3: A person who responds to a request might be prevented from denying the accuracy etc. of information provided (see section 283).\n\n (5) A secured party is not required to respond to a request made under subsection (1) if the information requested under that subsection must be, or has already been, made available to the person who made the request, under any of the following:\n (a) subject to subsection (7), the secured party and the debtor have agreed (the confidentiality agreement) in writing that neither the secured party nor the debtor will disclose information of the kind mentioned in subsection (1); or\n (a) the confidentiality agreement is made after the security agreement that provides for the security interest is made; or\n (ii) all of the grantor’s present and after‑acquired property except for an item or class of personal property described in the security agreement;\n (10) A secured party who receives a request made under subsection (1) that purports to be made by an interested person may act as if the person is entitled to make the request, unless the secured party has actual knowledge that the person is not entitled to make it.\n\n (b) the person (the previously secured party) to whom the request was made no longer has a security interest in the collateral.\n (2) The previously secured party must respond to the request by sending, or making available, to the person making the request the name and address of:\n\n (1) A person required to respond to a request under section 275 or 276 must respond before the end of 10 business days after the day the request is received.\n (2) Subsection (1) does not apply if the person has been exempted from responding to the request, or the time for responding to the request has been extended, under section 278.\n\n (2) On application by the person for an order under paragraph (1)(a), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request.\n (3) On application by the person for an order under paragraph (1)(b), the court may make the order if it is satisfied that, in the circumstances, it would be unreasonable for the person to respond to the request:\n\n (1) A person required to respond to a request under section 275 or 276 may charge the person making the request a fee for providing information in response to the request.\n\n (3) Despite subsection (1), a grantor mentioned in paragraph 275(9)(a), or the grantor’s authorised representative, who has requested information under section 275, is entitled to be provided information free of charge unless:\n (a) that information has already been provided to the grantor or the authorised representative under section 275 or 276 in response to a request; and\n\n (4) The grantor or the authorised representative is also entitled to be provided information free of charge, despite subsection (3), if there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (c) an order under section 281 that the person charge a nil amount, or provide the information free of charge, has not been made.\n\n (1) A person who makes a request under section 275 may apply to a court for an order under this section if the person required to respond to the request has:\n\n (1) A person (the interested person) who has requested information under section 275 may apply to a court for an order if:\n (a) the person required to respond to the request imposes a fee under subsection 279(1) for providing the information; and\n (ii) if the interested person is a grantor or the grantor’s authorised representative—believes that the information has not already been provided to the grantor or the authorised representative in response to a request made under section 275 within the previous 6 months; or\n (iii) if the interested person is a grantor or the grantor’s authorised representative—believes that there has been a material change in the information since the information was last provided to the grantor or the authorised representative.\n\n (2) If the court is satisfied that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing the information, the court may, on application by the interested person, make an order:\n\n (a) the information has not already been provided to the grantor or the grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (b) there has been a material change in the information since the information was last provided to the grantor or the authorised representative;\n\n (4) If the court makes an order under this section, it may also make any other consequential orders that it considers appropriate.\n\n If a person fails to comply with a court order made under section 280 or 281, the court may, on the application of the person who made the request under section 275:\n (a) make an order extinguishing the security interest to which the request relates, together with an order requiring the Registrar to register a financing change statement amending the registration accordingly; or\n\n (1) For the purposes of this Act, a person who responds to a request made under section 275 is prevented from denying any of the things mentioned in subsection (2) of this section to any of the following persons to the extent that that person relies on the response:\n (a) that a copy of a security agreement provided in response to a request made in accordance with paragraph 275(1)(a) is a true copy of the security agreement;\n (b) if the person corrected information in response to a request made in accordance with paragraph 275(1)(b), (c) or (d):\n\n A notice or any other document required or permitted to be given to any person for the purposes of this Act must be in writing.\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n A notice or document required or permitted to be given, for the purposes of this Act, to a person registered as a secured party must be given to the person, by one of the following methods, at the address specified in the registration for the giving of notices to the person:\n\n (2) The notice or document may be given to each of the secured parties by giving a single notice in accordance with section 287.\n\n Despite anything in this Part, a notice or document is, for the purposes of this Act, taken not to have been given to a person registered as a secured party if:\n\n If a notice or document is required or permitted to be given to a person for the purposes of this Act and the person is deceased, a copy of the notice or document must be given to:\n\n (1) Despite anything in this Part, if a notice or other document is required or permitted by this Act to be given to a person, a court may, on application by a person who is required or permitted to give the notice or document, make an order:\n\n (1) On application, a court may make an order extending the number of business days in a period specified in the following provisions if the court is satisfied that it is just and equitable to do so:\n (a) whether the need to extend the period arises as a result of an accident, inadvertence or some other sufficient cause;\n\n (1) In this Act, a reference to a particular time is a reference to that time by legal time in the Australian Capital Territory.\n (2) To avoid doubt, a reference to a particular time includes a reference to a particular time by reference to the end of a period.\n\nThe Part also defines constructive knowledge and provides specific rules about knowledge requirements relating to bodies corporate and other entities and transfers between persons who have close associations with each other.\n\n In a proceeding in Australia under this Act, the onus of proving the following facts lies with the person asserting those facts:\n (c) the fact that a person takes personal property free of a security interest, except in relation to sections 43 and 47;\n (f) the fact that a person who purchases collateral pays at least the market value of the collateral at the time of the purchase;\n\n (g) the fact that a person acquires personal property without actual or constructive knowledge as mentioned in paragraph 267(3)(b);\n (h) the fact that a fee referred to in subsection 279(1) does not exceed the reasonable marginal costs of providing information;\n\n (i) the fact that information has been provided to a grantor or the grantor’s authorised representative under section 275 or 276 in response to a request made within the previous 6 months;\n\n (j) the fact that there has not been a material change in information provided to a grantor or the grantor’s authorised representative since the information was last provided to the grantor or the authorised representative;\n\n (k) the fact that the fee imposed under subsection 279(1) exceeds the reasonable marginal costs of providing information;\n\n (i) information has not been provided to the a grantor or a grantor’s authorised representative in response to a request made under section 275 within the previous 6 months; or\n (ii) there has been a material change in information since the information was last provided to a grantor or a grantor’s authorised representative.\n\n For the purposes of this Act, a person (the first person) has constructive knowledge of a circumstance if the first person would have had actual knowledge of the circumstance if the first person had:\n (a) made the inquiries that would ordinarily have been made by an honest and prudent person in the first person’s situation; or\n (b) made the inquiries that would be made by an honest and prudent person with the first person’s actual knowledge in the first person’s situation.\n\n (1) If it is necessary to establish that a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that a director, employee or agent of the body corporate, being a director, employee or agent who is responsible for acting on behalf of the body corporate in relation to such a circumstance, had that knowledge; or\n (ii) if the director, employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of a director, employee or agent of the body corporate who is responsible for acting on behalf of the body corporate in relation to such a circumstance.\n (2) If it is necessary to establish that a person other than a body corporate has actual or constructive knowledge of a particular circumstance, it is sufficient to show:\n (a) that an employee or agent of the person, being an employee or agent who is responsible for acting on behalf of the person in relation to such a circumstance, had that knowledge; or\n (ii) if the employee or agent had exercised reasonable care, the circumstance would have been brought to the attention of an employee or agent of the person who is responsible for acting on behalf of the person in relation to such a circumstance.\n\n (ii) the transferee is an associated entity (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such an associated entity of the transferee;\n (iii) the transferee is a director or officer (within the meaning of the Corporations Act 2001) of the transferor, or the transferor is such a director or officer of the transferee.\n (a) the transferee had actual or constructive knowledge that the acquisition constituted a breach of the security agreement that provides for a security interest in the personal property;\n\n A person does not have notice, or actual or constructive knowledge, about the existence or contents of a registration merely because data in the registration is available for search in the register.\n\nThis Part enables the Registrar to approve forms for the purposes of this Act. Broad parameters are set out for what may be required by an approved form, including the way in which the form must be given to another person.\n\n (b) include the information, statements, explanations or other matters required by the form approved for the purposes of paragraph (a); and\n\n> Note: Writing may include the display or representation of words or data by any form of communication, if recorded in a certain way (see section 10).\n\n (4) Without limiting subsection (2), a form approved under subsection (3) may specify a requirement that the applicant comply with registered data conditions (see section 176B) or third party data conditions (see section 176C), or both, for applications under any of the following sections:\n (5) A form approved under subsection (3) may provide for a matter by applying, adopting or incorporating, with or without modification, any matter contained in an instrument or other writing as in force or existing from time to time, despite section 46AA of the Acts Interpretation Act 1901.\n\nThis Chapter deals with the way this Act will apply when the positive rules established by this Act begin to operate. It also provides for some other matters that will have less relevance over time (fixed and floating charges, in Part 9.5), or a once‑only application (the review in Part 9.6).\n\nPart 9.3 deals with the initial application of this Act. Generally speaking, the Act starts to apply at the registration commencement time, which is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nPart 9.4 contains provisions that relate to transitional security interests. These are interests in existence at the registration commencement time or arising afterwards under security agreements made before the registration commencement time.\n\nPart 9.4 also deals with the migration of data from existing Commonwealth, State and Territory registers onto the Personal Property Securities Register.\n\n (a) the start of the first day of the month that is 25 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the migration time under paragraph (a) would be the start of 1 January 2012.\n\n (a) the start of the first day of the month that is 26 months after the month in which this Act is given the Royal Assent; or\n\n> Note: Example: If this Act were given the Royal Assent on 10 December 2009, the registration commencement time under paragraph (a) would be the start of 1 February 2012.\n\n (3) The Minister may only determine a time for the purposes of paragraph (2)(b) that is on a day that is at least 28 days after the day on which the migration time occurs.\n (4) If the Minister determines other times for both the migration time and the registration commencement time, the Minister may, after the migration time, make a further determination for the purposes of paragraph (2)(b) that has the effect of providing for a later registration commencement time.\n\n> Note: The registration commencement time determined by the further determination must be at least 28 days after the day on which the migration time occurs.\n\n (5) The Minister may, by written instrument, determine a time for the purposes of paragraph (1)(b) or (2)(b) (including a determination mentioned in subsection (4)).\n (6) A determination made under subsection (5) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.\n\n> transitional security agreement means a security agreement that is in force immediately before the registration commencement time, and that continues in force at and after that time.\n\n (a) in the case of a security interest arising before the registration commencement time—this Act would have applied in relation to the security interest immediately before the registration commencement time, but for section 310; or\n (i) the transitional security agreement as in force immediately before the registration commencement time provides for the granting of the security interest; and\n\n> Note: Section 310 provides that this Act only starts to apply to security interests at the registration commencement time.\n\nThis Act starts to apply to the following at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister):\n\n Subject to this Part and Part 9.4, this Act starts to apply at the registration commencement time in relation to the following matters:\n (b) a security interest (other than a transitional security interest) arising at or after the registration commencement time;\n (e) an interest in personal property (other than a security interest) arising at or after the registration commencement time;\n (g) personal property, if data in relation to the property is given to the Registrar as mentioned in section 330 or 331 (data in transitional registers).\n\n Despite section 20, a transitional security interest is enforceable against a third party in respect of particular personal property if it would have been so enforceable under the law that applied to the enforceability of security interests immediately before the registration commencement time, and as if this Act had not been enacted (whether the security interest arises before, at or after the registration commencement time).\n\n Section 73 (priority between security interests and declared statutory interests) applies in relation to an interest in collateral only if the interest is created, arises or is provided for under one of the following at or after the registration commencement time:\n\n Section 106 applies in relation to security interests in intellectual property licences only if the security interests are provided for by security agreements made at or after the registration commencement time.\n\n Chapter 4 (enforcement of security interests) applies only in relation to security interests provided for by security agreements made at or after the registration commencement time.\n\n (1) A person may only apply to the Registrar for the registration of a financing statement or a financing change statement at or after the registration commencement time.\n (2) The Registrar may only register a financing statement or a financing change statement (whether on application by a person or at the Registrar’s initiative) at or after the registration commencement time.\n\n> Note: However, the Registrar may, before the registration commencement time, register a financing statement or a financing change statement under Division 6 (migrated security interests) or Division 7 (preparatory registration) of Part 9.4.\n\n Part 7.2 (Australian laws and those of other jurisdictions) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n\n (1) Section 251 (personal property taken free of security interest when Act starts to operate) applies only in relation to security interests in collateral (other than transitional security interests) that arise at or after the registration commencement time.\n (2) Section 252 (priority between non‑constitutional security interests and constitutional security interests) applies only in relation to security interests in collateral, in relation to which this Act does not operate, that arise at or after the registration commencement time.\n\n (a) in the case of a reference to a charge, a fixed charge or a floating charge in a law of the Commonwealth (whether the law is made before, at or after the registration commencement time)—in relation to a security interest (other than a transitional security interest) arising at or after the registration commencement time; or\n (b) in the case of a reference to a charge, a fixed charge or a floating charge in a security agreement—in relation to a security agreement made at or after the registration commencement time.\n\nThis Part applies to transitional security interests, which are security interests provided for by security agreements (transitional security agreements) in force immediately before the registration commencement time. A transitional security interest may arise before, at or after the registration commencement time.\n\nThe registration commencement time is 1 February 2012 (the first day of the month that is 26 months after this Act was given the Royal Assent), or another time determined by the Minister.\n\nDivision 2 is about the attachment, perfection and priority of transitional security interests. Transitional security interests are declared to be perfected until the end of the month that is 24 months after the registration commencement time, or until they are earlier perfected by other means (for example, by registration).\n\nDivision 6 is about the migration of data about personal property from Commonwealth, State and Territory registers onto the Personal Property Securities Register. The Registrar may register migrated data about transitional security interests with effect from the registration commencement time. Such transitional security interests are known as migrated security interests.\n\nDivision 7 provides for preparatory registration with respect to transitional security interests in anticipation of the commencement of the Personal Property Securities Register. Other data may also be registered under this Division before the registration commencement time.\n\nTransitional security interests that are registered in this way are perfected under Division 2 from immediately before the registration commencement time.\n\nDivision 8 provides rules for dealing with defective registrations with respect to transitional security interests. For example, omissions arising from the migration of data onto the Personal Property Securities Register will not automatically render the registration of the data ineffective.\n\n (1) The following table is a guide to how this Act applies to the determination of priorities involving transitional security interests:\n\n

Priorities involving transitional security interests

Item

The following security interest:

has priority over …

because of …

1

a perfected transitional security interest

an unperfected security interest (whether transitional or not)

subsection 55(3).

2

a perfected transitional security interest

a perfected security interest that is not a transitional security interest

subsection 55(5) and sections 322 and 322A.

3

an unperfected transitional security interest

an unperfected security interest that is not a transitional security interest

subsection 55(2) and section 321.

4

a perfected security interest (whether transitional or not)

an unperfected transitional security interest

subsection 55(3).

\n```\n\n (c) for the priority between 2 security interests, one or both of which is a transitional security interest, if the priority comes to be determined after the end of the month that is 24 months after the registration commencement time in circumstances involving insolvency or bankruptcy, see section 324.\n (3) In this section, a reference to a perfected transitional security interest is taken to be a reference to a transitional security interest that has been continuously perfected, at the time the priority comes to be determined, since immediately before the registration commencement time.\n\n For the purposes of subparagraph 21(1)(b)(i) and section 55, a transitional security interest in collateral is taken to have attached to the collateral immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time.\n\n> Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in collateral is perfected by force of this Act, the security interest must have attached to the collateral in order to be perfected.\n\n> Note 2: Section 55 provides for the default rules for determining priority between security interests in the same collateral. In some cases, these rules depend on when a security interest attaches. For example, the priority between 2 unperfected security interests is generally determined by their order of attachment (see subsection 55(2)).\n\n> Note: However, 2 unperfected transitional security interests have the priority they would have had between themselves if this Act had not been enacted (see section 323).\n\n (1) A transitional security interest in collateral is perfected from immediately before the registration commencement time, whether the security interest arises before, at or after the registration commencement time (including a transitional security interest that arises after the end of the month that is 24 months after the registration commencement time).\n\n> Note 1: As a result of this subsection, the priority time for a transitional security interest under subsection 55(4) will be immediately before the registration commencement time, as long as the security interest remains continuously perfected.\n\n (2) However, the transitional security interest stops being perfected under subsection (1) at the earliest of the following times:\n (e) when the security interest is otherwise perfected (but not temporarily perfected) by this Act, other than under this section;\n\n> Note: In the case of a transitional security interest in collateral that does not arise until after the end of the month that is 24 months after the registration commencement time, this section has the same effect as for other transitional security interests. In particular:\n\n (a) if a financing statement describing the collateral is registered before the end of that month, by the operation of sections 21, 55, 321 and this section, the security interest is continuously perfected from the registration time for the collateral until the registration stops being effective; and\n (b) if the security interest is not perfected (otherwise than under this section) at the end of the month that is 24 months after the registration commencement time, the security interest will become unperfected at that time.\n (3) Subsections (1) and (2) do not apply to a transitional security interest in collateral if the interest is of a class prescribed by regulations made for the purposes of this subsection.\n\n Despite subsection 57(1), a transitional security interest in collateral that has been continuously perfected since the registration commencement time has priority over a security interest in the same collateral (other than a transitional security interest) that is currently perfected by control.\n\n> Note 1: Only security interests in certain kinds of property can be perfected by control (see paragraph 21(2)(c) and Part 2.3).\n\n> Note 2: Subsection 57(1) provides generally for security interests currently perfected by control to have priority over other security interests.\n\n If the priority between 2 transitional security interests is not otherwise able to be determined under this Act, they have the priority between themselves that they would have had under the law that applied to such priority immediately before the registration commencement time, and as if this Act had not been enacted.\n\n> Note: The priority between the following transitional security interests is not otherwise able to be determined under this Act:\n\n (a) 2 unperfected transitional security interests (because of section 321, the order of attachment between these interests cannot be determined for the purposes of subsection 55(2));\n (b) 2 transitional security interests that have been continuously perfected since immediately before the registration commencement time (because of sections 321 and 322, the order of the priority times for these interests cannot be determined for the purposes of subsection 55(4)).\n\n (1) The priority between 2 security interests in the same collateral is to be determined under this Act, as if section 322 had not been enacted, if:\n (a) the priority between the security interests comes to be determined after the end of the month that is 24 months after the registration commencement time; and\n (b) either (or each) of the interests is a transitional security interest that has not been perfected, apart from under section 322; and\n\n (a) an officer or agency of the Commonwealth, a State or a Territory gives the Registrar data, in relation to personal property, that is held by the officer or agency in a register (a transitional register) maintained under a law of the Commonwealth, a State or a Territory; and\n\n Upon a written request by the Registrar at or after the migration time, and before the registration commencement time, an officer of the Commonwealth, or the person in charge of an agency of the Commonwealth, must give the Registrar, in the approved form, data held by the officer or the agency in a transitional register.\n\n An interest in personal property is a migrated security interest in the personal property if all the following conditions are met in relation to the interest:\n\nNote: Transitional security interests are security interests that arise under security agreements made before the registration commencement time, to which this Act will apply at the registration commencement time (see sections 307, 308 and 310).\n\n (c) a registration in that transitional register in relation to the property was effective immediately before the time the data was given to the Registrar;\n\n (1) At or after the migration time, and before the registration commencement time, the Registrar may, by legislative instrument, determine a class of personal property to be registrable if:\n (a) data in a transitional register in relation to personal property of that class is given to the Registrar as mentioned in section 330 or 331; and\n (b) registrations in that transitional register with respect to personal property of that class were effective immediately before the time the data was given to the Registrar.\n (2) If, in the opinion of the Registrar, personal property is in a determined class, the Registrar may register a financing statement with respect to the property at or after the migration time, and before the registration commencement time.\n\n> Note: The Registrar must give a verification statement to each secured party after the registration of a financing statement (see section 156).\n\n (3) If, in the opinion of the Registrar, a financing statement under subsection (2) describes personal property that is the subject of a transitional security agreement, without limiting any other matters that may be included, the Registrar must, in the statement:\n (i) if subsection (4) applies—state the transitional registration end time as the end time for the effective registration in respect of the personal property; or\n (ii) if subsection (4) does not apply—not state an end time for the effective registration in respect of the personal property; and\n (4) This subsection applies if, in the Registrar’s opinion, the registration of the interest in the personal property in the transitional register would have ended at a particular time (the transitional registration end time) in accordance with the law under which the transitional register was maintained (as in force immediately before the migration time).\n\n> Note: However, the migrated security interest in the personal property is perfected from immediately before the registration commencement time (see section 322).\n\n (1) If data is registered with respect to personal property in a financing statement under subsection 333(2) on the basis that the property is in a class determined under subsection 333(1), but the personal property is not, in fact, in the determined class, this Act applies as if the data is not, and never has been, included in the register.\n (2) Before a time determined under subsection (3), the Registrar may (at his or her initiative) register a financing change statement to remove data from the register, if the Registrar becomes satisfied that subsection (1) applies to the data.\n\n> Note 2: Application may be made to the Administrative Review Tribunal for review of the Registrar’s decision under subsection (2) (see section 191).\n\n Section 157 does not apply in relation to a verification statement that relates to a registration event consisting of the registration of a financing statement under section 333 or a financing change statement under section 334.\n\n> Note: Section 157 requires the holder of a verification statement to ensure that notice of the verification statement is given to certain persons.\n\n (1) At or after the migration time, and before the registration commencement time, a person may apply to the Registrar, in the approved form, for the registration of any of the following:\n (b) a financing statement with respect to personal property prescribed by regulations made for the purposes of paragraph 148(c);\n (c) a financing change statement to amend a financing statement mentioned in paragraph (a) or (b) that is registered under this section.\n (a) in the case of a financing statement, or a financing change statement, with respect to a transitional security interest—the Registrar is satisfied on reasonable grounds that a transitional security interest will (whether before, at or after the registration commencement time) be:\n (b) in any case—in the Registrar’s opinion, it is operationally practicable for the Registrar to register the financing statement, or financing change statement, before the registration commencement time.\n (3) If the Registrar accepts the application for registration, the Registrar may register the financing statement (or financing change statement), in accordance with the application, before the registration commencement time.\n\n (4) A registration under this section with respect to a transitional security interest must disclose that the collateral is covered by a transitional security agreement.\n (5) In the case of a registration with respect to a transitional security interest, the registration time for the collateral is the registration commencement time.\n\n> Note: However, a transitional security interest in the personal property arising under the agreement is perfected from immediately before the registration commencement time, no matter whether the security interest arises before, at or after that time (see section 322).\n\n (6) Chapter 5 (registration) applies in relation to an application for registration under this section, and to such a registration, subject to this section.\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## 337 Registration effective despite certain defects\n\n (c) the registration would not, apart from this section, be effective in respect of the collateral because of a defect in the registered data (including the omission of data); and\n\n> Note: Sections 164 and 165 provide that serious or misleading defects in a registration, and certain particular types of defect, make a registration ineffective.\n\n (2) For the purposes of paragraph (1)(d), the Registrar may, by legislative instrument, determine that registrations in a stated class are effective despite stated types of defect.\n (3) A determination under subsection (2) may provide that the determination does not apply in relation to a stated type of defect unless the registration includes particular data in relation to the defect (or in substitution for omitted data).\n (4) Despite sections 164 and 165, the defect does not make the registration ineffective for the period starting at the registration time for the collateral and ending at the following time:\n (a) if the financing statement, as initially registered, states an end time—that end time (or an earlier end time, if the registration is amended to state an earlier end time);\n (b) if the financing statement, as initially registered, does not state an end time—the end of the month that is 60 months after the registration commencement time (or an earlier end time, if the registration is amended to state an end time).\n (5) However, the registration becomes ineffective under section 164 because of the defect immediately after the end of the period mentioned in subsection (4), unless, at or before that time, the registration is amended to correct the defect.\n\n## 337A Registration defective if collateral is not covered by transitional security agreement\n\n Without limiting section 164 (defects in registration), a registration that discloses that collateral is covered by a transitional security agreement is ineffective to the extent that it describes collateral that is not covered by a transitional security agreement.\n\n## Part 9.5 —Charges and fixed and floating charges\n\n## 338 Guide to this Part\n\nThis Part contains special rules dealing with references to charges and fixed and floating charges in laws of the Commonwealth and in security agreements.\n\nThese rules are expected to have less relevance over time, as the scheme provided for by this Act provides an alternative to reliance on those techniques for security interest transactions.\n\n## 339 References to charges and fixed and floating charges\n\n (1) This section applies in relation to a reference to a charge, a fixed charge, or a floating charge, over property in a law of the Commonwealth, or in a security agreement, but only to the extent that:\n (b) a reference to a charge, a fixed charge, or a floating charge, if the charge referred to is a perfected security interest that is provided for by a transfer of an account or chattel paper.\n (4) A reference to a fixed charge over property is taken to be a reference to a security interest that has attached to personal property that is not a circulating asset.\n (5) A reference to a floating charge over property is taken to be a reference to a security interest that has attached to a circulating asset.\n\n## 340 Meaning of circulating asset\n\n (1) For the purposes of this Act, if a grantor grants a security interest in personal property to a secured party, the personal property is a circulating asset if:\n (b) in any other case—the secured party has given the grantor express or implied authority for any transfer of the personal property to be made, in the ordinary course of the grantor’s business, free of the security interest.\n (a) an effective registration with respect to the property, in relation to the grantor, discloses, in accordance with the regulations, that the secured party has control of the personal property; and\n\n (4) For the purposes of paragraph (1)(b), personal property is not a circulating asset merely because the secured party has given express authority to transfer specific personal property, or a specific class of personal property, free of a security interest.\n (4A) Despite subsection (1), if a grantor grants a security interest provided for by a transfer of an account or chattel paper, the account or chattel paper is not a circulating asset in relation to the security interest.\n (a) an account that arises from granting a right, or providing services, in the ordinary course of a business of granting rights or providing services of that kind (whether or not the account debtor is the person to whom the right is granted or the services are provided);\n\n## 341 Meaning of control and inventory\n\n (b) the secured party has control of the property within the meaning of Part 2.3 (possession and control of personal property); or\n (c) in a case in which the personal property is inventory or an account—the secured party has control of the inventory or account because of:\n (d) in a case in which the personal property is an ADI account—the secured party has control of the account because of paragraph (a) of this subsection or section 341A.\n (ii) will not remove any specifically appropriated inventory without previously obtaining the specific and express authority of the secured party to do so; and\n (2) For the purposes of subsection 340(2), a secured party has control of the following kinds of accounts (the relevant account) in the circumstances set out in subsections (3) and (4) of this section:\n (a) the secured party, and the person to whom the relevant account is owed, have agreed in writing that amounts paid in discharge of the relevant account must be deposited into a specified ADI account; and\n (d) depositing any such amounts into the specified ADI account does not result in any person coming under a present liability to pay:\n (ii) if the person to whom the relevant account is owed is a body corporate—a related body corporate (within the meaning of the Corporations Act 2001).\n (4) If the secured party is a transferee of the relevant account, the secured party has control of the relevant account if payment by the account debtor to the secured party would discharge the obligation of the account debtor under subsection 80(8) to the extent of the payment.\n\n## 341A Control of an ADI account\n\n (ii) the secured party is able to direct disposition of the funds from the account without further consent by the grantor;\n (b) if the secured party is not the ADI—depositing an amount in the ADI account does not result in any person coming under a present liability to pay:\n\n> Note: However, a security interest in an ADI account is only perfected by control if the secured party is the ADI (see sections 21 and 25).\n\n (2) A secured party has control under subsection (1) even if the grantor retains the right to direct the disposition of funds from the account.\n\n## Part 9.6 —Review of operation of Act\n\n## 342 Guide to this Part\n\nThe Act starts to apply under Part 9.3 at the registration commencement time (26 months after the Act is given the Royal Assent, or another time determined by the Minister).\n\n## 343 Review of operation of Act\n\n (1) The Minister must cause a review of the operation of this Act to be undertaken and completed within 3 years after the registration commencement time.\n\n (3) The Minister must cause a copy of the report of the review under subsection (1) to be tabled in each House of the Parliament within 15 sitting days of the day on which the report is given to the Minister.\n\n## Part 1 Transitional provisions relating to the Personal Property Securities Amendment (Deregulatory Measures) Act 2015\n\n## Part 1—Transitional provisions relating to the Personal Property Securities Amendment (Deregulatory Measures) Act 2015\n\n## 1 Definitions\n\n#### 1 Definitions\n\n In this Part:\n\n> amending Act means the Personal Property Securities Amendment (Deregulatory Measures) Act 2015.\n\n## 2 Application of amendments relating to serial numbered goods\n\n#### 2 Application of amendments relating to serial numbered goods\n\n Despite the amendments made by items 4 and 5 of Schedule 1 to the amending Act, this Act continues to apply, in relation to leases and bailments of goods entered into before the commencement of those items, as if those amendments had not been made.\n\n## Part 2 Application provision relating to the Personal Property Securities Amendment (PPS Leases) Act 2017\n\n## Part 2—Application provision relating to the Personal Property Securities Amendment (PPS Leases) Act 2017\n\n## 3 Application provision relating to the Personal Property Securities Amendment (PPS Leases) Act 2017\n\n#### 3 Application provision relating to the Personal Property Securities Amendment (PPS Leases) Act 2017\n\n The amendments of section 13 made by the Personal Property Securities Amendment (PPS Leases) Act 2017 apply in relation to leases or bailments entered into after this section commences.","sortOrder":10}],"analysis":{"summary":{"complexity_score":9,"scope_assessment":{"changed":true,"description":"The Act's scope expanded beyond its original core purpose of creating a unified national register for traditional security interests. It was extended to capture arrangements not conventionally understood as security interests — including long-term leases (PPS leases), commercial consignments, and outright transfers of accounts and chattel paper — treating them as 'deemed' security interests for registration and priority purposes. This functional, substance-over-form approach significantly broadened the Act's reach compared to what commercial parties and lawyers expected under prior State-based regimes, leading to considerable litigation and a major government review (the Whittaker Review, 2015) which confirmed the scope had created unexpected consequences in areas like retention of title, equipment leasing and project finance."},"complexity_factors":["Extremely broad scope covering diverse property types (tangible goods, intangible property, financial instruments, intellectual property, livestock, crops, satellites) each with different rules","Multi-layered priority system with multiple tiers (control vs. registration vs. possession, PMSIs, default rules) requiring analysis across multiple intersecting provisions","Large number of defined terms (60+) with circular and cross-referencing definitions that must be read together","Extensive exclusions in section 8 with carve-outs to those exclusions, creating a complex matrix of what is and isn't covered","Interaction with numerous other Acts (Corporations Act, Bankruptcy Act, Payment Systems and Netting Act, National Consumer Credit Protection Act, various IP Acts, etc.)","Constitutional complexity — relies on multiple heads of Commonwealth power, requires State referral of powers, and has special rules for non-referring States","International/cross-border dimension requiring analysis of where property and grantors are 'located' under conflict of laws rules","Functional approach to security interests (substance over form) means traditional legal categories like 'charges', 'mortgages' and 'retention of title' are all treated similarly, disrupting established legal intuitions","Significant regulatory delegation — many key thresholds, categories and exclusions can be altered by regulations, creating moving targets","Transitional complexity from pre-existing State/Territory regimes with migrated registrations and legacy security interests"],"plain_english_summary":"## Personal Property Securities Act 2009 — What It Does and Why It Matters\n\n### The Big Picture\nThis law creates a single, national system for registering and managing **security interests in personal property**. A \"security interest\" is basically a legal claim someone has over your property because you owe them money or have some obligation to them — like when a bank holds a claim over your car if you take out a car loan.\n\n**\"Personal property\"** means almost everything you own *except* land and buildings — cars, business equipment, livestock, intellectual property (like patents and trademarks), company shares, bank accounts, and much more.\n\n### Who Does This Affect?\nPretty much everyone involved in lending, buying, selling or leasing valuable assets in Australia:\n- **Businesses** that borrow money using their assets as security (collateral)\n- **Lenders and financiers** (banks, finance companies) who need to protect their interests\n- **Buyers** of second-hand goods (especially vehicles) who want to check if a loan is still owed on them\n- **Sellers** who retain ownership of goods until they're paid for (\"retention of title\" arrangements)\n- **Lessors** (people who lease out equipment or vehicles for long periods)\n- **Farmers** using crops, livestock or wool as security\n- **Anyone buying a used car** — you can search the register to see if money is still owed on it\n\n### What the Law Actually Does\n\n**1. Creates One National Register**\nBefore this Act, you had to check multiple state-based registers to find out if someone had borrowed money against a piece of property. Now there's one online register — the **Personal Property Securities Register (PPSR)** — where anyone can search.\n\n**2. Sets Up Rules for When Security Interests Are Valid**\nA security interest only becomes legally effective through a two-step process:\n- **Attachment**: The interest \"attaches\" to the property when the lender gives value (money or credit) and the borrower has rights in the property\n- **Perfection**: The interest is then \"perfected\" (made stronger and protected against other claimants) by registering it on the PPSR, or by the lender physically holding the property, or by having legal \"control\" over it\n\n**3. Determines Who Gets Paid First (Priority)**\nWhen multiple people have claims over the same property (e.g., two lenders both have security over a business's equipment), this Act determines who gets paid first:\n- A **perfected** interest beats an **unperfected** one\n- Among perfected interests, \"control\" beats registration, and registration beats possession\n- **Purchase Money Security Interests (PMSIs)** — where the lender actually funded the purchase of the specific item — get special priority (like a car finance company who funded the purchase of that exact car)\n- Otherwise, the earliest continuously registered interest usually wins\n\n**4. Protects Innocent Buyers**\nSome buyers can take property **free of a security interest** even if one exists — for example, if you buy goods from a business in the ordinary course of that business's trade, you generally don't have to worry about the seller's lender coming after the goods.\n\n**5. Specifies What's NOT Covered**\nThe Act deliberately excludes many things:\n- Interests in land (real estate has its own system)\n- Wage assignments (your pay cheque can't be claimed this way)\n- Superannuation interests\n- Water rights\n- Most statutory liens (legal claims created automatically by other laws)\n- Small pawnbroker transactions under $5,000\n- Certain financial market netting arrangements\n\n**6. Enforcement Rules**\nIf a borrower defaults, the Act sets out how a lender can repossess and sell the property to recover what they're owed.\n\n### Practical Examples\n- **Buying a used car**: Search the PPSR to check whether the previous owner still owes money on it — if they do and the debt wasn't cleared, the finance company might be able to repossess the car even from you\n- **Business borrowing**: If a business uses its stock and equipment as security for a loan, the lender registers on the PPSR — this warns other potential lenders and protects the lender's priority if the business goes under\n- **Equipment leases**: Long-term equipment leases (over 2 years) are treated like security interests and need to be registered\n- **Selling on retention of title**: If you supply goods but keep legal ownership until you're paid (common in trade supply), you need to register your interest or risk losing it if the buyer becomes insolvent\n\n### The Bottom Line\nThis Act replaced a patchwork of state and territory laws with one unified national system. If you lend money against personal property, lease equipment long-term, or sell goods on credit while retaining ownership — **you need to register on the PPSR or risk losing your priority** to other creditors, especially if the other party becomes bankrupt."},"issue_detection":{"absurdities":[{"type":"self_contradicting","section":"Section 2 and Section 3 (Guide) — Registration Commencement Time","severity":"medium","reasoning":"An Act that commences (s.2) but does not 'apply' (s.3/Ch.9) for 26 months creates genuine interpretive uncertainty. Provisions like s.5 (Crown bound) and s.8 (exclusions) appear operative from commencement, yet the core security interest regime is deferred. It is unclear whether the exclusions in s.8 operate before the registration commencement time given there is nothing yet to exclude one from.","confidence":0.72,"description":"Section 2 states the Act commences 'on the day after it receives the Royal Assent', but the Guide in Section 3 states the Act 'starts to apply' at the 'registration commencement time' of 1 February 2012, described as '26 months after this Act was given the Royal Assent'. This creates a legislative limbo: the Act legally exists and binds the Crown (s.5) from commencement, but its operative provisions only apply some 26 months later. During this interval, the Act is technically in force but substantively dormant, raising questions about what obligations, if any, exist in the interim."},{"type":"self_contradicting","section":"Section 8(1)(b) — Consensual Liens Exception","severity":"medium","reasoning":"A lien created by statute that also has the owner's agreement is likely to be characterised as a consensual security interest under s.12(1) (substance over form), meaning the exception in s.8(1)(b) would never have practical work to do — the interest would be captured by the Act on first principles, not by virtue of the exception. The exception creates a circular result.","confidence":0.65,"description":"Section 8(1)(b) excludes from the Act a lien, charge, or other interest created by Commonwealth, State or Territory law — UNLESS the property owner 'agrees to the interest'. This is internally paradoxical: a statutory lien or charge arising by operation of law (not by agreement) is excluded unless the owner agrees, but if the owner agrees, it ceases to be a purely statutory interest and arguably becomes a consensual security interest falling within the Act anyway. The consent carve-out may swallow the exclusion entirely."},{"type":"impossible_compliance","section":"Section 8(6)(e) — Pawnbroker Market Value Belief","severity":"high","reasoning":"Market value is an estimate. The Act imposes a dual requirement: subjective belief AND objective accuracy. If later determined the property was worth more than $5,000, the pawnbroker's exemption evaporates retroactively, even if their belief was entirely reasonable. This makes the exemption unreliable and practically unworkable for pawnbrokers dealing in items of uncertain value.","confidence":0.82,"description":"Section 8(6)(e) requires that the pawnbroker 'believes, and it is actually the case' that the market value of the personal property is at or below the threshold. The requirement that it 'is actually the case' imposes an objective condition on an inherently subjective act (taking a pledge). A pawnbroker who genuinely and reasonably believes the value is under $5,000, but is wrong, loses the exemption retrospectively — despite having no means to know with certainty at the time. This creates an impossible compliance standard: a pawnbroker cannot guarantee actual market value at the moment of taking a pledge."},{"type":"other","section":"Section 8(1)(f)(vi) and (vii) — Redundant Double Exclusion","severity":"low","reasoning":"The legislative drafting creates an appearance of two separate exclusions but they substantially overlap. A transfer where the transferee's sole purpose is collection (vii) will almost always also be a transfer solely to facilitate collection on behalf of the transferor (vi). The 'without limiting' formula suggests they are not identical, but no meaningful gap between them is apparent.","confidence":0.6,"description":"Subparagraph (f)(vi) excludes a transfer of an account 'made solely to facilitate the collection of the account on behalf of the person making the transfer'. Subparagraph (f)(vii) then states 'without limiting subparagraph (vi)', a transfer of an account where 'the transferee's sole purpose in acquiring the account is to collect it' is also excluded. These two provisions cover the same factual scenario from different angles (transferor's purpose vs. transferee's purpose) but are presented as distinct exclusions. The 'without limiting' formula is logically odd: if (vii) merely provides an example or subset of (vi), the 'without limiting' language is superfluous; if (vii) is truly broader than (vi), the 'without limiting' language understates its independent operation."},{"type":"other","section":"Section 10 — Definition of 'business day', paragraph (d)","severity":"medium","reasoning":"Allowing an administrative officer's operational decision to alter what counts as a 'business day' means statutory time limits are not fixed. This is particularly problematic for priority disputes where the exact moment and date of registration is critical. The Registrar effectively controls the running of limitation periods.","confidence":0.75,"description":"A 'business day' excludes 'a day on which the Registrar has refused access to the register, or otherwise suspended the operation of the register'. This means that time periods calculated in business days can be extended by the Registrar's own administrative decisions to suspend the register — giving the Registrar unilateral power to extend statutory deadlines by simply suspending the register. A party whose registration deadline falls on a day the Registrar suspends the register gets an automatic extension, creating perverse incentives and unpredictable limitation periods."},{"type":"retroactive_impossibility","section":"Section 8(1)(k) — Retroactive Exclusion of Statutory Rights","severity":"high","reasoning":"This creates a one-way ratchet: once a law declares a statutory right excluded from PPSA, even repealing that declaration does not bring the right back within the PPSA. Parliament cannot undo the exclusion by ordinary repeal. This is a form of legislative entrenchment achieved through a side-door mechanism, and it means the PPSA's scope is permanently affected by repealed legislation.","confidence":0.78,"description":"Section 8(1)(k) excludes a statutory right from the Act if, 'at the time when the statutory right is granted, or at any time afterwards, a provision of that law declares that kind of statutory right not to be personal property for the purposes of this Act (no matter whether the provision remains in force)'. The parenthetical 'no matter whether the provision remains in force' means a statutory declaration can be repealed yet its exclusionary effect on PPSA persists forever. A future legislature repealing the declaration cannot restore the statutory right to the PPSA regime — the Act is permanently amended by a provision that no longer exists."},{"type":"self_contradicting","section":"Section 12(3) — Deemed Security Interests Without Substance","severity":"high","reasoning":"The term 'security interest' is defined by its economic substance (securing an obligation) in s.12(1), but s.12(3) expands the definition to include interests that have no such substance. This is not merely a policy choice — it creates genuine definitional incoherence. Courts and practitioners must work with a term that simultaneously requires and does not require its essential characteristic.","confidence":0.85,"description":"Section 12(3) deems certain interests to be 'security interests' regardless of whether the transaction 'in substance, secures payment or performance of an obligation'. This directly contradicts the foundational definition in s.12(1), which defines a security interest as an interest that 'in substance, secures payment or performance of an obligation'. The Act thus creates a class of 'security interests' that do not secure anything — a logical contradiction at the heart of the Act's definitional framework."},{"type":"other","section":"Section 13(1) — PPS Lease Definition, paragraph (b) missing","severity":"medium","reasoning":"Missing paragraph (b) in a definitional provision is a structural defect. While it may be the result of a deliberate repeal, the absence of any note explaining the omission creates ambiguity. If paragraph (b) covered a category of leases between (a) and (c), those leases may fall into an unintended gap.","confidence":0.7,"description":"Section 13(1) defines a PPS lease with paragraphs (a), (c), and (d) — paragraph (b) is conspicuously absent. The numbering jumps from (a) to (c), suggesting paragraph (b) was repealed or omitted. This creates a gap in the legislative text that may cause confusion about whether the numbering is intentional or a drafting error, and whether any lease type that would have fallen under (b) is now unregulated."},{"type":"self_contradicting","section":"Section 10 — Definition of 'licence' vs. Section 12(5)","severity":"medium","reasoning":"The interaction between the licence exclusion, the chattel paper definition, and the deemed security interest for chattel paper transfers creates a logical tension. A licence itself is not a security interest (s.12(5)), but rights evidenced in a document that includes a security interest in a licence become chattel paper, the transfer of which is deemed a security interest. The boundary is unclear and potentially circular.","confidence":0.62,"description":"The Dictionary defines 'licence' as a transferable right to deal with personal property or an intellectual property licence. Section 12(5) then provides that 'a security interest does not include a licence'. But s.12(3)(a) deems the interest of a transferee under a transfer of chattel paper to be a security interest, and chattel paper under s.10 can include 'a security interest in specific intellectual property or a specific intellectual property licence'. Thus an intellectual property licence can be chattel paper, a transfer of which creates a deemed security interest — yet a licence is expressly excluded from being a security interest. The licence exclusion in s.12(5) conflicts with the chattel paper pathway in s.12(3)(a)."}],"contradictions":[{"severity":"high","section_a":"Section 12(1) — Definition of security interest (substance test)","section_b":"Section 12(3) — Deemed security interests (regardless of substance)","confidence":0.88,"description":"Section 12(1) defines a security interest as one that 'in substance, secures payment or performance of an obligation'. Section 12(3) creates deemed security interests that apply 'whether or not the transaction concerned, in substance, secures payment or performance of an obligation'. These two provisions directly contradict each other on the essential characteristic of a security interest."},{"severity":"medium","section_a":"Section 8(1)(b) — Exclusion of statutory liens/charges without owner consent","section_b":"Section 8(1)(c) — Exclusion of general law liens/charges (no consent exception)","confidence":0.7,"description":"Section 8(1)(b) excludes statutory liens and charges unless the property owner consents, while s.8(1)(c) excludes general law liens and charges with no consent exception at all. There is no apparent policy rationale for treating consensual statutory interests differently from consensual general law interests. A consensual general law lien remains excluded even with the owner's consent, but a consensual statutory lien is brought back within the Act. This asymmetry is logically inconsistent."},{"severity":"low","section_a":"Section 7(1)-(2) — Norfolk Island included in 'Australia'","section_b":"Section 6(1) — Connection with Australia (location-based application)","confidence":0.58,"description":"Section 7(2) provides that references to 'Australia' include Norfolk Island, making s.6(1)(a) apply to goods located in Norfolk Island. However, s.7(4) permits regulations to provide that only some provisions apply in external Territories, and s.7(1)-(2) appear to operate without any such regulatory filter for Norfolk Island. This means Norfolk Island is automatically and fully within the Act's geographical scope without the modulated approach available for other external Territories, creating an inconsistency in how external Territories are treated."},{"severity":"medium","section_a":"Section 8(1)(f)(ix) — Sale of account/chattel paper as part of business sale excluded (unless seller retains apparent control)","section_b":"Section 12(3)(a) — Transfer of account or chattel paper is a deemed security interest","confidence":0.65,"description":"Section 12(3)(a) deems the interest of a transferee under any transfer of an account or chattel paper to be a security interest. Section 8(1)(f)(ix) excludes from the Act a sale of an account or chattel paper as part of a business sale (unless the seller retains apparent control). But s.8(2) Item 1 does not list s.8(1)(f)(ix) among the interests to which any provisions nonetheless apply. The interaction is unclear: does the s.12(3)(a) deemed security interest arise for a transaction that s.8(1)(f)(ix) excludes, and if so, does s.8(1) then knock the Act out again? The circularity is unresolved."},{"severity":"low","section_a":"Section 11(1)-(2) — Acts Interpretation Act frozen at Royal Assent","section_b":"Section 2 — Act commences day after Royal Assent","confidence":0.55,"description":"Section 11 applies the Acts Interpretation Act 1901 'as in force at the start of the day on which this Act receives the Royal Assent', freezing interpretive rules at that moment. But s.2 provides the Act commences the day AFTER Royal Assent. Technically, the Acts Interpretation Act as applied is the version in force on a day before the PPSA is even in force, creating a minor but genuine temporal inconsistency in the interpretive framework."},{"severity":"medium","section_a":"Section 8(1)(ja) and 8(6) — Pawnbroker exemption conditional on State/Territory licence","section_b":"Section 5 — Act binds the Crown","confidence":0.72,"description":"The pawnbroker exemption in s.8(1)(ja) and s.8(6) makes the federal PPSA's application contingent on whether the pawnbroker holds a valid State or Territory licence. This means the scope of a Commonwealth Act varies depending on State and Territory regulatory decisions about licensing. If a State repeals its pawnbroking licensing regime, pawnbrokers in that State would lose the exemption entirely, subjecting them to the PPSA — a result driven by State law, not Commonwealth policy. This creates an inconsistent federal regime dependent on State legislative choices."}]},"kimi_summary":{"_metrics":{"completionTokens":801},"content_quality":"ok","complexity_score":9,"scope_assessment":{"changed":false,"description":"The legislation appears consistent with its original purpose as a comprehensive personal property securities regime. The scope has not expanded beyond the original intent of creating a unified national system for registering and enforcing security interests in personal property, though it includes detailed transitional arrangements and constitutional provisions necessary for implementation."},"complexity_factors":["Extensive defined terms (100+ definitions in section 10 alone)","Multiple perfection methods (registration, possession, control) with different rules for different collateral types","Nested priority rules with numerous exceptions (purchase money security interests, control-based perfection, agricultural interests, etc.)","Complex transitional provisions dealing with pre-existing security interests and migrated data from old registers","Cross-referencing between 9 chapters and multiple parts, with many provisions subject to regulations yet to be made","Conditional logic throughout (e.g., section 8's 12 categories of excluded interests, each with sub-exceptions)","Interaction with foreign law provisions (Part 7.2) and constitutional limitations (Part 7.3)","Detailed registration requirements with specific data fields and timing rules (Chapter 5)","Enforcement provisions with multiple notice requirements, time periods, and exceptions (Chapter 4)"],"plain_english_summary":"This is the **Personal Property Securities Act 2009**, a comprehensive Australian law that creates a national system for registering and enforcing security interests in personal property (anything other than land).\n\n**What it does:**\n- **Establishes a single national register** (the Personal Property Securities Register) where lenders and other secured parties can register their interests in personal property—things like cars, equipment, inventory, intellectual property, shares, and accounts receivable.\n- **Defines \"security interest\" broadly** to include not just traditional loans secured by collateral, but also hire purchase agreements, leases over 2 years, consignments, and transfers of accounts or chattel paper.\n- **Creates rules for \"perfection\"**—the steps needed to make a security interest enforceable against third parties. This can be done by registration, possession, or \"control\" (for certain financial assets).\n- **Sets priority rules** determining which secured party gets paid first when multiple parties have claims to the same property. Generally: perfected interests beat unperfected ones; first to perfect wins; and \"purchase money security interests\" (like seller financing) get special priority.\n- **Protects buyers** in certain circumstances—people who buy in the ordinary course of business, or buy low-value consumer goods, can take property free of unregistered security interests.\n- **Provides enforcement mechanisms** allowing secured parties to seize and sell collateral after default, with requirements to act honestly and commercially reasonably.\n\n**Who it affects:**\n- **Businesses** borrowing money or buying goods on credit\n- **Lenders** taking security over personal property\n- **Sellers** of goods who retain title until payment\n- **Leasing companies** and **consignors**\n- **Anyone buying used goods** who wants to check if there's a security interest registered\n\n**Why it matters:**\nBefore this Act, Australia had dozens of different state and territory registers for different types of security interests (vehicle registers, stock mortgages, etc.). This created confusion, gaps, and uncertainty about who had priority. The PPS Act unified everything into one system, making it clearer and cheaper to use personal property as collateral for loans.\n\n**Key concepts explained:**\n- **Attachment**: When the security interest becomes enforceable against the borrower (grantor)\n- **Perfection**: When it becomes enforceable against the world (through registration, possession, or control)\n- **Collateral**: The personal property subject to the security interest\n- **Proceeds**: What you get when collateral is sold or transformed (money, insurance payouts, etc.)"}},"importantCases":[],"_links":{"self":"/api/acts/personal-property-securities-act-2009","history":"/api/acts/personal-property-securities-act-2009/history","analysis":"/api/acts/personal-property-securities-act-2009/analysis","conflicts":"/api/acts/personal-property-securities-act-2009/conflicts","importantCases":"/api/acts/personal-property-securities-act-2009/important-cases","documents":"/api/acts/personal-property-securities-act-2009/documents"}}